1-RFP-2026-49 AUDIT AND TAX RETURN SERVICES.pdf

REQUEST FOR PROPOSALS

FOR

AUDIT AND TAX RETURN SERVICES FOR

COMPONENT UNITS AND BUSINESS

ACTIVITIES

(Project # RFP-2026-49)

Issued by:

The Housing Authority of the City of Dallas, Texas

3939 N. Hampton Rd.

Dallas, TX 75212

October 30, 2026

REQUEST FOR PROPOSALS

RFP-2026-49

DHA, Housing Solutions for North Texas, is requesting competitive sealed Proposals from Qualified Companies to provide Audit and Tax Return Services for Component Units and Business Activities. (DHA Project # RFP-2026-49).

Proposal submission documents for this RFP may be downloaded from DHA’s Website: https://dhantx.com/business-partners/procurement/ beginning Friday, October 30, 2026.

Responses to this RFP must be submitted to DHA electronically through the online portal at https://dhantx.bonfirehub.com/portal/?tab=openOpportunities on November 26, 2026. Mailed, emailed or delivered submissions including Facsimile transmission and emails will not be accepted.

All sealed responses to this RFP must be submitted to DHA’s online bidding platform at https://dhantx.bonfirehub.com/portal/?tab=openOpportunities by the specified time. Any Proposals received after 2:00 p.m., on November 26, 2026 will be rejected.

DHA RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS OR TO WAIVE

ANY INFORMALITIES IN THE PROPOSALS. DHA WILL NOT DISCRIMINATE ON THE

BASIS OF RACE, COLOR, NATIONAL ORIGIN, RELIGION, SEX, DISABILITY,

FAMILIAL STATUS, OR AGE. EQUAL HOUSING OPPORTUNITY.

https://dhantx.com/business-partners/procurement/ https://dhantx.bonfirehub.com/portal/?tab=openOpportunities i

TABLE OF CONTENTS

REQUEST FOR PROPOSALS

I. INTRODUCTION

II. PROPOSAL SUBMISSION PROCEDURES

III. SCOPE OF SERVICES

IV. EVALUATION / SELECTION CRITERIA

V. GENERAL CONDITIONS OF THE RFP

Exhibit A: Property Addresses

Exhibit B: a) Instructions to Offerors Non-Construction HUD-5369-B

b) General Conditions for Non-Construction Contracts HUD-5370-C

Section I

c) Minority Participation and Section 3 Requirements

Exhibit C: Forms (Completed forms to be submitted with the proposal)

a) Proposed Fee Schedule

b) Business References

c) Non-Collusive Affidavit

d) Conflict of Interest Questionnaire

e) Profile of Firm

f) Minority Business Status

g) Section 3 Program Certification

h) Equal Employment Opportunity

i) HUD Form 50071

j) CERT OF COMPLIANCE TX GOVT CODE 2271 & 2274

Exhibit D: a) Sample Contract For Services

b) Sample Certificate of Insurance

RFP – Audit and Tax Return Services

DHA ● Procurement Department ● 3939 N. Hampton Road ● Dallas, TX 75212

I. INTRODUCTION

The Dallas Housing Authority (referred to herein as “DHA” or “the Authority”) was organized in 1938 to provide safe and sanitary housing at affordable rents to lower-income families. DHA functions in the capacity of developer, owner and manager of its affordable housing developments. Like a private landlord, DHA leases units and collects rents. Although DHA is not part of the city government, it works closely with the city to carry out its mission. The basis of this relationship is a cooperative agreement, by which essential municipal services, such as police and fire response, are extended to the housing developments.

The Authority is requesting proposals from qualified firms to provide audit and/ or tax return services for its Component Units and Business Activities listed below starting with Fiscal Year FYE 12/31/2026:

Group 1 - Component Units:

1. Roseland Fellowship, L.P. (LIHTC)

2. Bexar Parc L.P.

3. Buckeye Trail Commons II L.P.

Group 2 - Business Activities:

1. Meadow Parc Development Corporation

2. Ridge Parc Development Corporation (HUD Assisted)

3. RPD II, Inc. (HUD Assisted)

Group 3 - DHA Affiliates:

1. North Texas Housing Partners

2. Urban Options, Inc.

3. Opportunity Rising

The audits are to be performed in accordance with generally accepted auditing standards established by the American Institute of Certified Public Accountants (AICPA) and the U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Lo cal

Governments, and Non-Profit Organizations.

The tax returns (as required on IRS Forms 990, 1065 or 1120) are to be performed in accordance to regulations of Internal Revenue Codes.

Additionally, on September 1, 1998, the Department of Housing and Urban Development

(HUD) published the Uniform Financial Reporting Standards (UFRS) Rule implementing requirements of 24 CFR, Part 5, Subpart H, for the electronic filing of financial information by the entities receiving HUD financial assistance to the Real Estate Assessment Center

(REAC), HUD's national management center created to assess the condition of HUD owned and assisted properties. The audit for such entities will be required to be compliant with regulations issued by HUD and electronically submitted to HUD by the auditor.

The Housing Authority intends to enter into a 3 year contract with an option to renew the contract for an additional 2 year extension.

II. PROPOSAL SUBMISSION PROCEDURES

Proposals submitted in response to this request shall minimally include a summary of the proposer's qualifications, experience and, if applicable, credentials, licensing, certifications.

In connection with this RFP, interested Firms must submit electronically at:

https://dhantx.bonfirehub.com/portal/?tab=openOpportunities.

Proposals shall be submitted no later than 2:00 p.m. C.D.T., November 26, 2026.

Any Proposal received after the specified date and time will not be considered. THERE

WILL BE NO EXCEPTIONS.

B. Request for Information

Requests for additional information related to this RFP should be made through https://dhantx.bonfirehub.com/portal/?tab=openOpportunities by November 18, 2026.

This will allow issuance of any necessary amendment to the RFP.

C. Evaluation Process

A selection committee composed of DHA staff will review proposals in accordance with this RFP. The selection committee may at its discretion request oral interviews with proposers to discuss specific aspects of their proposal.

D. Anticipated Schedule of Events

The anticipated schedule for RFP is as follows:

SCHEDULE

EVENT DATE

RFP Issue Date October 30,2026

Deadline for Receipt of written Questions November 18, 2026 at 2:00 p.m.

Response to written questions November 23 , 2026

Proposal Due Date November 26, 2026 at 2:00 p.m.

https://dhantx.bonfirehub.com/portal/?tab=openOpportunities

Estimated Contract Award Date December 15, 2026

Audit Start Date January 15, 2027

The Dallas Housing Authority reserves the right at its sole discretion to amend any or all dates associated with the anticipated schedule of events.

III. SCOPE OF SERVICES

The audits shall be performed in accordance with generally accepted auditing standards as promulgated by the American Institute of Certified Public Accountants.

In addition to GAAS, the audit and tax returns on LIHTC properties must conform to Internal Revenue Code (IRC) Section 42. Other tax returns for either non-profit entities or corporations will be performed with related regulations.

Below is the list of services the audit firm will provide:

TYPE OF SERVICES

Entity Name Number of Units

Audit Tax Return and or Franchise Tax

HUD

Reporting

GROUP 1

Roseland Fellowship, L.P. 101 Yes Yes No

Bexar Parc L.P. 207 Yes Yes No

Buckeye Trail Commons II L.P. 116 Yes Yes No

GROUP 2

Meadow Parc Development Corporation 184 Yes No No

Ridge Parc Development Corporation 248 Yes No Yes

RPD II, Inc. 128 Yes No Yes

GROUP 3

North Texas Housing Partners

No Yes No

Urban Options, Inc. (GP)

No Yes No

Opportunity Rising Foundation No Yes No

Audit Planning

It is anticipated that the auditing firm will issue an unqualified opinion on the financial statements. If it appears that an unqualified opinion cannot be issued, the auditing firm will promptly notify the Chief Financial Officer of the Housing Authority in writing stating all reasons that an unqualified opinion cannot be issued.

The Audit Manager will assist DHA in applying generally accepted accounting principles (GAAP) together with HUD accounting requirements. The Audit Manager will provide the necessary assistance for maintaining sound financial controls. The Audit

Manager will evaluate the adequacy of the Authority’s existing system of internal control and where weaknesses are detected, make recommendations for improvement.

The audit manager or other qualified staff will be available, at no additional cost, for advice on accounting, standards interpretation and internal control. The audit staff assigned to this contract will be consistent throughout the audit so that information does not need to be provided repeatedly.

The audit will include examining, on a test basis, evidence supporting the amounts in the financial statements as well as obtaining an understanding of the Partnership internal control to assess the risks of material misstatement of the financial statement and to design the audit procedures.

A meeting will be held between the audit firm and the DHA CFO and Assistant CFO and private management company staff (where applicable) prior to the start of fieldwork to discuss audit plan which will include audit issues, audit and DHA and staffing, scheduling, testing, work papers and others. The audit firm shall provide check lists of materials and data required for the audit.

Proposed audit adjustments, compliance comments and recommendations for improvement will be provided to management in final form within five days of the notation and must be resolved with management prior to close of the fieldwork. The management letter, if any, will provide sufficient background, detail and documentation of fact to support each finding and to enable the DHA to undertake corrective action. The DHA expects the management letter will incorporate the DHA response to any finding.

Reporting Requirements

The reports will be addressed to the Board of Directors of each entity. Draft audit and tax returns must be submitted to the General Partner, Limited Partner and DHA at least two weeks before the due date. Below are the reports that need to be submitted by the Audit Firm:

1. A report on the fair presentation of the financial statements in conformity with generally accepted auditing priciples.

2. Partnership tax return, Franchise tax, and all supporting schedules as required by the IRC Section 42.

3. A report on internal control and compliance in accordance with the standards of financial and compliance audits contained in the Standards of Audits of Government Organizations, Programs, Activities and Functions issued by the U.

S. General Accounting Office and Title 2-200 and its compliance supplement (as revised).

4. If required, a letter to management containing comments on compliance, recommendations for improvements, and any other comments deemed pertinent by the auditors and recommendations affecting the financial statements, internal control, accounting, accounting systems, legality of actions, other instances of noncompliance with laws and regulations, and any other material matters.

5. Five (5) bound and one (1) unbound copy of all reports issued are required.

An electronic version is required for submittal to the limited partners.

6. Provide all information relating to the audit or tax returns that is requested by the limited partners.

7. All final audit reports, tax returns and invoices will be sent to its Central Office at 3939 North Hampton Road, Dallas, TX 75212 to the attention of Chief Financial Officer.

Audit and Tax Return Completions

The draft audit report and tax return must be completed and delivered no later than February 15th of subsequent year. Failure to provide reports within the time requirement set forth under Limited Partnership Agreement shall result in the assessment of a $100 per day penalty for Roseland Fellowship.. Penalty is due and payable to the Investor Limited Partner until the tax information or report is received. In addition to the audit, HUD multifamily REAC submission has to be completed prior to the due date, which is on March 31.

Assistance Available to Proposer

The Finance Office will be responsible for coordinating all audit activities, locating information and monitoring the progress of the audit.

A third party is the property manager for Meadow Parc, Ridge Parc, and RPD II.

The Authority’s General Counsel will issue, on request (if necessary), a representation letter concerning the status of lawsuits, including litigation in the discovery stage and various levels of appeal, and other actual contingent liabilities.

Documentation

The selected audit firm must retain working papers for a period of at least three years.

Further, the working papers must be available for examination by authorized representatives of various interested parties.

Copies of working papers which support proposed adjustments to the project books shall be provided to the DHA before the end of the fieldwork.

Changes in Scope

DHA reserves the right to change the scope of work should the change be determined to be in the best interest of the DHA and LPs. All changes will be approved by the General Partners Board of Directors. Fees for such changes shall be negotiated between the DHA and audit firm.

IV. EVALUATION / SELECTION CRITERIA

Proposals will be evaluated using the following criteria:

A. Audit Plan Design (MAXIMUM POINTS 20)

1. An Audit P lan Summary should be included. The Audit Plan should state the audit objectives clearly in relation to the requirement of this engagement.

2. The Audit Plan should clearly emphasize the approach to the engagement and include:

a) Financials and Compliance Audit

b) Evaluation of Internal Controls

3. The Audit Plan should clearly and realistically state the commitment of resources to accomplish each significant phase of the engagements

4. The Audit Plan should emphasize the commitment of the auditors to provide a time schedule for completion of the audit on required date of February 15, 20XX.

B. Qualifications and Experience (MAXIMUM POINTS 50)

1. Your proposal should include a summary of your overall non profit and governmental agencies experience.

2. Provide a general description of your firm, location of the firms and offices, and experiences on performing audit, tax return services for Section 42, LIHTC, and HUD Reporting.

3. List of staffs to be assigned to the audis and tax return preparation and all training and education related to LIHTC audit.

C. Price Considerations (MAXIMUM POINTS 25)

Describe your firm’s proposed method of charging for audit and tax return. The firm shall also provide a detailed accounting of the time charged and the respective charge for services rendered.

D. Quality of Proposal (MAXIMUM POINTS 5)

1. Your proposal will be assessed based on its organization, conformance with requirements, and clear, concise and non -elaborate manner in which it is presented.

2. Your proposal will be assessed based on the ability of your firm to obtain the necessary resources to perform the audit in a timely manner.

V. GENERAL CONDITIONS OF THE RFP

A. General Conditions

1. DHA reserves the right to accept or reject any and all Proposals submitted, either in whole or in part, with or without cause; to waive any informalities of any Proposal; to cancel this RFP; and, to make the award in the interest of DHA.

2. DHA reserves the right to request additional information, if needed, from prospective contractors.

3. In the event that it becomes necessary for DHA to revise any part of this RFP, revisions will be posted on DHA website.

4. All Proposals submitted in response to this RFP will be considered public information and may be made available to the general public (including news media) unless confidential and /or proprietary information is submitted under separate cover and is clearly designated as such.

5. The Proposer shall provide a presentation if requested to do so by DHA.

6. The Proposer affirms that he/she is of lawful age and that no other person, firm, partnership, or corporation has any interest in this submittal or in the contract proposed to be entered into.

7. The Proposer affirms that its Proposal is made without any understanding, agreement or connection with any other person, firm, partnership, or corporation making a submittal for the same purpose, and is in all respects fair and without collusion or fraud.

8. The DHA may award one or more contracts for services under this RFP.

9. The Proposer has carefully read the provisions, terms, and conditions of the proposal document and does hereby agree to be bound thereby.

10. DHA retains the right to negotiate with the selected firm.

11. Additional services and/or service adjustments may be added or deleted during the life of any contract awarded hereunder as mutually agreed upon in writing between DHA and proposer.

12. The Proposer must meet DHA’s insurance and indemnification requirements set forth herein in the attached sample contract.

B. Acceptance of RFP and Contract Terms

Proposer's submission of a proposal in response to the RFP shall constitute acceptance by the Proposer of the terms and conditions of this RFP. In the event that the Proposer's proposal is accepted for contract award, the Proposer agrees to enter into a contract with DHA in a form substantially similar to the contract form appended hereto as Exhibit D.

C. Contract Award

Subject to the rights reserved in this RFP, DHA will award the contract by written notice to the selected Proposer (the "Contractor"). The award of the contract is subject to the approval of DHA Contract Administrator and it shall be conditioned on the successful negotiation of revisions, if any, to the proposal, recommended as part of the evaluation of proposals.

D. No Warranty

Proposers are required to examine the RFP, scope of services, and instructions pertaining to the services requested. Failure to do so will be at the Proposer's own risk.

It is assumed that the Proposer has made full investigation as to be fully informed as to the extent and character of the services requested. No warranty or representation is made or implied as to the information contained in this RFP.

E. Expense of RFP Submission

All expenses incurred in the preparation and submission of the proposals to DHA in response to this RFP shall be borne by the Proposer.

F. Payment of Fees

DHA will make the payment for the fees agreed to upon receiving final audit report and tax return. No partial payments will be made.

EXHIBIT A

PROPERTY ADDRESSES

ROSELAND GARDENS

2255 Washington Ave.

Dallas, Texas 75204

MEADOW PARC DEVELOPMENT

4811 Duncanville Rd Dallas, Texas.

RIDGE PARC DEVELOPMENT

6968 Clarkridge Rd Dallas, Texas

BUCKEYE TRAIL COMMONS, L.P.

2350 Keeler Street Dallas, TX 75215

BEXAR PARC L.P.

6707 Buckeye Commons Way Dallas, TX 75215

RPD II

6855 Clarkwood Rd Dallas, Texas

For fieldwork, DHA will provide workspace at its central office located at 3939 North Hampton Road, Dallas, TX 75212.

EXHIBIT B

a) INSTRUCTIONS TO OFFERORS NON-CONSTRUCTION

HUD-5369-B

b) GENERAL CONDITIONS FOR NON-CONSTRUCTION

CONTRACTS HUD-5370-C Section I

c) MINORITY PARTICIPATION AND SECTION 3

REQUIREMENTS

Instructions to Offerors Non-Construction US. Department of Housing and Urban Development Office of Public and Indian Housing - 03291-

Previous Edition is obsolete form HUD-5369-B (8/93)

Ref Handbook 7460.8

1. Preparation of Offers

(a) Offerors are expected to examine the statement of work, the proposed contract terms and conditions, and all instructions. Failure to do so will be at the offerors' risk.

(b) Each offeror shall furnish the information required by the solicitation. The offeror shall sign the offer and print or type its name on the cove sheet and each continuation sheet on which it makes an entry Erasures or other changes must be initialed by the person signing the offer. Offers signed by an agent shall be accompanied by evidence of that agents authority, unless that evidence has been previously furnished to the HA.

(c) Offers for services other than those specified will not be considered.

2. Submission of Offers

(a) Offers and modifications thereof shall be submitted in sealed envelopes or packages (1) addressed to the office specified in the solicitation, and (2) showing the time specified for receipt, the solicitation number, and the name and address of the off error.

(b) Telegraphic offers will not be considered unless authorized by the solicitation; however, offers may be modified by written or telegraph notice.

(c) Facsimile offers, modifications or withdrawals will not be considered unless authorized by the solicitation.

3. Amendments to Solicitations

(a) lf this solicitation Is amended, then all terms and conditions which are not modified remain unchanged.

(b) Offerors shall acknowledge receipt of any amendments to this solicitation by

(1) signing and returning the amendment;

(2) identifying the amendment number and date in the space provided forth is purpose on the form for submitting an offer,

(3) Letter or telegram, or

(4) facsimile, if facsimile offers are authorized in the solicitation. The HAJHUD must receive the acknowledgment by the time specified for receipt of offers.

4. Explanation to Prospective Offerors

Any prospective offeror desiring an explanation or interpretation of the solicitation statement of work, etc., must request it in writing soon enough to allow a reply to reach all prospective offerors before the submission of their offers, Oral explanations or instructions given before the award of the contract will not be binding. Any information given to a prospective offeror concerning a solicitation will be furnished promptly to all other prospective offerors as an amendment of the solicitation, if that information is necessary in submitting offers or if the lack of it would be prejudicial to any other prospective offerors.

5. Responsibility of Prospective Contractor

(a) The HA shall award a contract only to a responsible prospective contractor who is able to perform successfully under the terms and conditions of the proposed contract. To be determined responsible, a prospective contractor must -

(1 ) Have adequate financial resources to perform the contract, or the ability to obtain them;

(2) Have a satisfactory performance record;

(3) Have a satisfactory record of integrity and business ethics;

(4) Have a satisfactory record of compliance with public policy (e.g., Equal Employment Opportunity);

and

(5) Not have been suspended, debarred, or otherwise determined to be ineligible for award of contracts by the Department of Housing and Urban Development or any other agency of the U.S. Government. Current lists of ineligible contractors are available for inspection at the

HAMUD.

(b) Before an offer is considered for award, the offeror may be requested by the HA to submit a statement or other documentation regarding any of the foregoing requirements. Failure by the offeror to provide such additional information may render the offeror ineligible for award.

6. Late Submissions, Modifications, and Withdrawal of Offers

(a) Any offer received at the place designated in the solicitation after the exact time specified for receipt will not be considered unless it is received before award is made and it -

(1) Was sent by registered or certified mail not later than the fifth calendar day before the date specified for receipt of offers (e.g., an offer submitted in response to a solicitation requiring receipt of offers by the 20th of the month must have been mailed by the 15th);

(2) Was sent by mail, or if authorized by the solicitation, was sent by telegram or via facsimile, and it IS determined by the HAl HUD that the late receipt was due solely to mishandling by the HAIHUD after receipt at the HA;

(3) Was sent by U.S. Postal Service Express Mail Next Day Service - Post Office to Addressee, not later than 5:00 p.m. at the place of mailing two working days prior to the date specified for receipt of proposals. The term ‘working days’ excludes weekends and U.S. Federal holidays; or

(4) Is the only offer received.

(b) Any modification of an offer, except a modification resulting from the HA’s request for “best and final” offer (if this solicitation is a request for proposals), is subject to the same conditions as in subparagraphs (a)(1), (2), and (3) of this provision.

(c) A modification resulting from the HA’s request for ‘best and final” offer received after the time and date specified in the request will not be considered unless received before award and the late receipt is due solely to mishandling by the HA after receipt at the HA.

(d) The only acceptable evidence to establish the date of mailing of a late offer, modification, or withdrawal sent either by registered or certified mail is the U.S. or Canadian Postal Service postmark both an the envelope or wrapper and on the original receipt from the U.S. or Canadian Postal Service. Both postmarks must show a legible date or the offer, modification, or withdrawal shall be processed as if mailed late.

‘Postmark’ means a printed, stamped, or otherwise placed impression (exclusive of a postage meter machine impression) that is readily identifiable without further action as having been supplied and affixed by employees of the U.S. or Canadian Postal Service on the date of mailing. Therefore, offerors should request the postal clerk to place a hand cancellation bulls-eye postmark on both the receipt and the envelope or wrapper.

(e) The only acceptable evidence to establish the time of receipt at the HA is the time/date stamp of HA on the offer wrapper or other documentary evidence of receipt maintained by the HA.

(f) The only acceptable evidence to establish the date of mailing of a late offer, modification, or withdrawal sent by Express Mail Next Day Service-Post Office to Addressee is the date entered by the post office receiving clerk on the Express Mail Next Day Service Post Office to Addressee label and the postmark on both the envelope or wrapper and on the original receipt from the US. Postal Service. “Postmark” has the same meaning as defined in paragraph (C) of this provision, excluding postmarks of the Canadian Postal Service. Therefore, offerors should request the postal clerk to pace a legible hand cancellation bulls-eye postmark on both the receipt and the envelope or wrapper.

(g) Notwithstanding paragraph (a) of this provision, a late modification of an otherwise successful offer that makes its terms more favorable to the HA will be considered at any time it is received and may be accepted.

(h) If this solicitation is a request for proposals, proposals may be withdrawn by written notice, or if authorized by this solicitation, by telegram (including mailgram) or facsimile machine transmission received at any time before award. Proposals may be withdrawn in person by an offeror or its authorized representative if the entity of the person requesting withdrawal is established and the person signs a receipt for the offer before award. If this solicitation is an Invitation for bids, bids may be withdrawn at any time prior to bid opening.

7. Contract Award

(a) The HA will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the HA, cost or price and other factors, specified elsewhere in this solicitation, considered.

(b) The HA may

(1) reject any or all offers if such action is in the HA’s interest,

(2) accept other than the lowest offer,

(3) waive informalities and minor irregularities in offers received, and (4) award more than one contract for all or part of the requirements stated.

(c) If this solicitation is a request for proposals, the HA may award a contract on the basis of initial offers received, without discussions. Therefore, each initial offer should contain the offeror’s best terms from a cost or price and technical standpoint.

(d) A written award or acceptance of offer mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer shall result in a binding contract without further action by either party.

If this solicitation is a request for proposals, before the offer’s specified expiration time, the HA may accept an offer, whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award. Negotiations conducted after receipt of an offer do not constitute a rejection or counteroffer by the HA.

(a) Neither financial data submitted with an offer, nor representations concerning facilities or financing, will form a part of the resulting contract.

8. Service of Protest

Any protest against the award of a contract pursuant to this solicitation shall be served on the HA by obtaining written and dated acknowledgment of receipt from the HA at the address shown on the cover of this solicitation. The determination of the HA with regard to such protest or to proceed to award notwithstanding such protest shall be final unless appealed by the protestor.

9. Offer Submission

Offers shall be submitted as follows and shall be enclosed in a sealed envelope and addressed to the office specified in the solicitation. The proposal shall show the hour and date specified in the solicitation for receipt, the solicitation number, and the name and address of the offeror, on the face of the envelope.

It is very important that the offer be properly identified on the face of the envelope as set forth above in order to insure that the date and time of receipt is stamped on the face of the offer envelope. Receiving procedures are: date and time stamp those envelopes identified as proposals and deliver them immediately to the appropriate contracting official, and only date stamp those envelopes which do not contain identification of the contents and deliver them to the appropriate procuring activity only through the routine mail delivery procedure.

[Describe bid or proposal preparation instructions here:]

General Conditions for Non-Construction Contracts

Section I – (With or without Maintenance Work)

U.S. Department of Housing and Urban Development Office of Public and Indian Housing Office of Labor Relations

OMB Approval No. 2577-0157 (exp. 11/30/2023) HUD-5370-C Section I

Public Reporting Burden for this collection of information is estimated to average 0.08 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Reports Management Officer, Office of Information Policies and Systems, U.S.

Department of Housing and Urban Development, Washington, D.C. 20410-3600; and to the Office of Management and Budget, Paperwork Reduction Project (2577-0157), Washington, D.C. 20503. Do not send this completed form to either of these addressees.

Applicability. This form HUD-5370-C has 2 Sections. These Sections must be inserted into non-construction contracts as described below:

1) Non-construction contracts (without maintenance) greater than $150,000 -use Section I;

2) Maintenance contracts (including nonroutine maintenance as defined at 24 CFR 905.100) greater than$2,000 but not more than $150,000 -use Section II; and

3) Maintenance contracts (including nonroutine maintenance), greater than $150,000

– use Sections I and II.

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

1. Definitions

The following definitions are applicable to this contract:

(a) "Authority or Housing Authority (HA)" means the Housing Authority.

(b) "Contract" means the contract entered into between the Authority and the Contractor.

It includes the contract form, the Certifications and Representations, these contract clauses, and the scope of work. It includes all formal changes to any of those documents by addendum, Change Order, or other modification.

(c) "Contractor" means the person or other entity entering into the contract with the Authority to perform all of the work required under the contract.

(d) "Day" means calendar days, unless otherwise stated.

(e) "HUD" means the Secretary of Housing and Urban development, his delegates, successors, and assigns, and the officers and employees of the United States Department of Housing and Urban Development acting for and on behalf of the Secretary.

2. Changes

(a) The HA may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in the services to be performed or supplies to be delivered.

(b) If any such change causes an increase or decrease in the hourly rate, the not-to-exceed amount of the contract, or the time required for performance of any part of the work under this contract, whether or not changed by the order, or otherwise affects the conditions of this contract, the HA shall make an equitable adjustment in the not-to-exceed amount, the hourly rate, the delivery schedule, or other affected terms, and shall modify the contract accordingly.

(c) The Contractor must assert its right to an equitable adjustment under this clause within 30 days from the date of receipt of the written order. However, if the HA decides that the facts justify it, the HA may receive and act upon a proposal submitted before final payment of the contract.

(d) Failure to agree to any adjustment shall be a dispute under clause Disputes, herein.

However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

(e) No services for which an additional cost or fee will be charged by the Contractor shall be furnished without the prior written consent of the HA.

3. Termination for Convenience and Default

(a) The HA may terminate this contract in whole, or from time to time in part, for the HA's convenience or the failure of the Contractor to fulfill the contract obligations (default). The HA shall terminate by delivering to the Contractor a written Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall:

(i) immediately discontinue all services affected (unless the notice directs otherwise); and

(ii) deliver to the HA all information, reports, papers, and other materials accumulated or generated in performing this contract, whether completed or in process.

(b) If the termination is for the convenience of the HA, the HA shall be liable only for payment for services rendered before the effective date of the termination.

(c) If the termination is due to the failure of the Contractor to fulfill its obligations under the contract (default), the HA may

(i) require the Contractor to deliver to it, in the manner and to the extent directed by the HA, any work as described in subparagraph (a)(ii) above, and compensation be determined in accordance with the Changes clause, paragraph 2, above;

(ii) take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable for any additional cost incurred by the HA;

(iii) withhold any payments to the Contractor, for the purpose of off-set or partial payment, as the case may be, of amounts owed to the HA by the Contractor.

(d) If, after termination for failure to fulfill contract obligations (default), it is determined that the Contractor had not failed, the termination shall be deemed to have been effected for the convenience of the HA, and the Contractor shall been titled to payment as described in paragraph (b) above.

(e) Any disputes with regard to this clause are expressly made subject to the terms of clause titled Disputes herein.

4. Examination and Retention of Contractor's Records

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

(b) The Contractor agrees to include in first-tier subcontracts under this contract a clause substantially the same as paragraph (a) above. "Subcontract," as used in this clause, excludes purchase orders not exceeding $10,000.

(c) The periods of access and examination in paragraphs (a) and (b) above for records relating to:

(i) appeals under the clause titled Disputes;

(ii) litigation or settlement of claims arising from the performance of this contract; or,

(iii) costs and expenses of this contract to which the HA, HUD, or Comptroller General or any of their duly authorized representatives has taken exception shall continue until disposition of such appeals, litigation, claims, or exceptions.

5. Rights in Data (Ownership and Proprietary Interest)

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

6. Energy Efficiency

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

7. Disputes

(a) All disputes arising under or relating to this contract, except for disputes arising under clauses contained in Section III, Labor Standards Provisions, including any claims for damages for the alleged breach there of which are not disposed of by agreement, shall be resolved under this clause.

(b) All claims by the Contractor shall be made in writing and submitted to the HA. A claim by the HA against the Contractor shall be subject to a written decision by the HA.

(c) The HA shall, with reasonable promptness, but in no event in no more than 60 days, render a decision concerning any claim hereunder. Unless the Contractor, within 30 days after receipt of the HA's decision, shall notify the HA in writing that it takes exception to such decision, the decision shall be final and conclusive.

(d) Provided the Contractor has (i) given the notice within the time stated in paragraph

(c) above, and (ii) excepted its claim relating to such decision from the final release, and

(iii) brought suit against the HA not later than one year after receipt of final payment, or if final payment has not been made, not later than one year after the Contractor has had a reasonable time to respond to a written request by the HA that it submit a final voucher and release, whichever is earlier, then the HA's decision shall not be final or conclusive, but the dispute shall be determined on the merits by a court of competent jurisdiction.

(e) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the HA.

8. Contract Termination; Debarment

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

9. Assignment of Contract

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

10. Certificate and Release

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

11. Organizational Conflicts of Interest

(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under this contract and a contractor's organizational, financial, contractual or other interests are such that:

(i) Award of the contract may result in an unfair competitive advantage; or

(ii) The Contractor's objectivity in performing the contract work may be impaired.

(b) The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract or any task/delivery order under the contract, he or she shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action which the Contractor has taken or intends to take to eliminate or neutralize the conflict. The HA may, however, terminate the contract or task/delivery order for the convenience of the HA if it would be in the best interest of the

HA.

(c) In the event the Contractor was aware of an organizational conflict of interest before the award of this contract and intentionally did not disclose the conflict to the Contracting Officer, the HA may terminate the contract for default.

(d) The terms of this clause shall be included in all subcontracts and consulting agreements wherein the work to be performed is similar to the service provided by the prime Contractor. The Contractor shall include in such subcontracts and consulting agreements any necessary provisions to eliminate or neutralize conflicts of interest.

12. Inspection and Acceptance

(a) The HA has the right to review, require correction, if necessary, and accept the work products produced by the Contractor. Such review(s) shall be carried out within 30 days so as to not impede the work of the Contractor. Any product of work shall be deemed accepted as submitted if the HA does not issue written comments and/or required corrections within 30 days from the date of receipt of such product from the Contractor.

(b) The Contractor shall make any required corrections promptly at no additional charge and return a revised copy of the product to the HA within 7 days of notification or a later date if extended by the HA.

(c) Failure by the Contractor to proceed with reasonable promptness to make necessary corrections shall be a default. If the Contractor's submission of corrected work remains unacceptable, the HA may terminate this contract (or the task order involved) or reduce the contract price or cost to reflect the reduced value of services received.

13. Interest of Members of Congress

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

14. Interest of Members, Officers, or Employees and FormerMembers, Officers, or

Employees

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

15. Limitation on Payments to Influence Certain FederalTransactions

(a) Definitions. As used in this clause: "Agency", as defined in 5 U.S.C. 552(f), includes Federal executive departments and agencies as well as independent regulatory commissions and Government corporations, as defined in 31 U.S.C. 9101(1). "Covered Federal Action" means any of the following Federal actions:

(i) The awarding of any Federal contract;

(ii) The making of any Federal grant;

(iii) The making of any Federal loan;

(iv) The entering into of any cooperative agreement; and,

(v) The extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

Covered Federal action does not include receiving from an agency a commitment providing for the United States to insure or guarantee a loan.

"Indian tribe" and "tribal organization" have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450B). Alaskan Natives are included under the definitions of Indian tribes in that Act.

"Influencing or attempting to influence" means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action.

"Local government" means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government.

"Officer or employee of an agency" includes the following individuals who are employed by an agency:

(i) An individual who is appointed to a position in the Government under title 5, U.S.C., including a position under a temporary appointment;

(ii) A member of the uniformed services as defined in section 202, title 18, U.S.C.;

(iii) A special Government employee as defined in section 202, title 18, U.S.C.;

and,

(iv) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, title 5, appendix 2.

“Person" means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe, tribal organization, or other Indian organization with respect to expenditures specifically permitted by other Federal law.

"Recipient" includes all contractors, subcontractors at any tier, and subgrantees at any tier of the recipient of funds received in connection with a Federal contract, grant, loan, or cooperative agreement. The term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law.

"Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federal contract, grant, loan, or cooperative agreement, an officer or employee who is employed by such person for at least 130 working days within one year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract, grant, loan, or cooperative agreement. An officer or employee who is employed by such person for less than 130 working days within one year immediately preceding the date of submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days.

"State" means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a State, and a multi-State, regional, or interstate entity having governmental duties and powers.

(b) Prohibition.

(i) Section 1352 of title 31, U.S.C. provides in part that no appropriated funds may be expended by the recipient of a Federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered Federal actions:

the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(ii) The prohibition does not apply as follows:

(1) Agency and legislative liaison by Own Employees.

(a) The prohibition on the use of appropriated funds, in paragraph (i) of this section, does not apply in the case of a payment of reasonable compensation made to an officer or employee of a person requesting or receiving a Federal contract, grant, loan, or cooperative agreement, if the payment is for agency and legislative activities not directly related to a covered Federal action.

(b) For purposes of paragraph (b)(i)(1)(a) of this clause, providing any information specifically requested by an agency or Congress is permitted at any time.

(c) The following agency and legislative liaison activities are permitted at any time only where they are not related to a specific solicitation for any covered Federal action:

(1) Discussing with an agency (including individual demonstrations) the qualities and characteristics of the person's products or services, conditions or terms of sale, and service capabilities; and,

(2) Technical discussions and other activities regarding the application or adaptation of the person's products or services for an agency's use.

(d) The following agency and legislative liaison activities are permitted where they are prior to formal solicitation of any covered Federal action:

(1) Providing any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action;

(2) Technical discussions regarding the preparation of an unsolicited…