REQUEST FOR PROPOSALS

CAMBRIDGE HOUSING AUTHORITY RFP RELEASED: July 23, 2026 AT 12:00 pm

PROPOSAL RESPONSES DUE:August 10 2026 BY 2:00 PM

TO: 362 GREEN STREET, 3RD FLOOR

CAMBRIDGE, MA 02139

ATTN. Margaret Donnelly Moran

By mail or hand delivery

DEVELOPMENT AND

MODERNIZATION SERVICES

Request for Proposals Development and Modernization Services

Table of Contents

RFP Invitation ...................................................................................................................................... 1 page

Request for Proposals ........................................................................................................................ 9 pages

I. Background

II. Scope of Work

III. Terms and Conditions

IV. Information to be provided in your proposal

V. Proposal Evaluation Criteria

VI. Submission of Forms Requirements

VII. Selection Process

VIII. Contract Negotiations

IX. Administrative Information

X. Criminal Background Investigation

Attachment 1: Form of Non-Collusive Affidavit ............................................................................... 1 page

Attachment 2: Form of Tax Compliance Certificate ......................................................................... 1 page

Attachment 3: Contract Template ................................................................................................ 21 pages

Request for Proposals July 23, 2026 Development and Modernization Services Table of Contents

Request for Proposals- July 23, 2026 Development and Modernization Services Advertisement

Request for Proposals Development and Modernization Services

RFP INVITATION

REQUEST FOR PROPOSALS

DEVELOPMENT AND MODERNIZATION SERVICES

The Cambridge Housing Authority (CHA) Planning and Development Department is seeking the services of up to three qualified consultant(s) or consultant teams experienced in affordable housing development and modernization in Massachusetts. Tasks may include financial and feasibility analyses, proforma development, project management services, and due diligence preparation. The term of the contract will be for one year. At CHA’s sole discretion contracts may be renewable for additional terms up to four additional one year terms. The maximum total fee per contract year is $200,000 per annum. A copy of the Request for Proposals (RFP) detailing the scope of work and selection criteria will be available from CHA beginning Thursday, July 23, 2026. The deadline for submitting proposals is 2:00 PM on Mondday, August 10, 2026 by mail or hand delivery to 362 Green Street, 3rd Floor, Cambridge, MA 02139;

Attn: Margaret Donnelly Moran. The RFP can be obtained by contacting Millie Santana, Executive Secretary via email at: msantana@cambridge-housing.org or via telephone at: (617) 499-7133.

mailto:mzajac@cambridge-housing.org

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Request for Proposals Development and Modernization Services

I. BACKGROUND

The Cambridge Housing Authority (CHA) is seeking the services of up to three qualified consultants or consultant teams to assist CHA in affordable housing development and modernization activities with a maximum not to exceed contract amount of $200,000 per annum for one year with up to two one year renewals at CHA's sole option. CHA has projects totaling over $1.5 billion in its modernization and redevelopment pipeline. Consultants or consultant teams will be expected to supplement and assist CHA staff in a variety of activities related to these development and modernization projects. The successful individual/teams will possess excellent written and communication skills, have a demonstrated track record in development, redevelopment and modernization planning and financing including LIHTCs and/or Section 202, expertise in public housing and affordable housing regulations and procedures.

II. SCOPE OF WORK

The consultant will be expected to provide CHA staff with a variety of affordable housing development and modernization assistance work under a task order structure where specific assistance duties and deliverables will be assigned with particular scope of work for that task order based upon negotiations between the CHA and the consultant. Development and modernization assistance duties may include:

1. Development, Redevelopment and Modernization Opportunities:

a. Assist in prioritizing development opportunities

b. Identify opportunities for acquisition or new construction of affordable housing

c. Assess available development and funding opportunities

d. Prepare and implement development strategies

e. Provide financial modeling

f. Prepare applications to obtain financing for new development and redevelopment activities.

Funding could include: Federal and State LIHTC and Historic Credits, HOME, Tax- Exempt Bonds, Taxable Bonds, FHLBB, DHCD Soft Loans, CPA, lending institutions, and other entities.

g. Prepare mixed finance applications for HUD public housing development

h. Seek to leverage CHA’s resources and outcomes

i. Assist with neighborhood or community process

j. Review and analyze state and federal affordable housing policy

k. Assist in securing needed due diligence (e.g. site survey, market study, etc.)

l. Assist in relocation and construction phasing planning

m. Provide project management support related to implementation of development, redevelopment and modernization opportunities

n. Assist in research and identification of new sources of funding for CHA utilization (e.g.

Section 202, Medicaid waiver)

o. Assist staff in reviewing project schedules and assessing critical pat activities and barriers to achieving

p. Review of development or financing plans

q. Provide training to CHA staff in affordable housing topics or areas

r. Prepare template documents for CHA staff use for development and modernization activities

s. Other development and modernization assistance activities as required by CHA.

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Request for Proposals Development and Modernization Services

III. TERMS AND CONDITIONS

TERMS AND CONDITIONS

a) Proposal Requirements. Proposers must provide separate Qualification Proposal and Cost

Proposal. Please provide one original and one copy of the Qualification Proposal as well as one electronic submission of the Qualification Proposal and one copy of the Cost Proposal in the format outlined in this RFP. The Cost Proposal must be provided in a separate, sealed envelope marked "Cost Proposal". Sealed proposals must be received no later than 2:00PM on Monday, August 10, 2026 by mail or hand delivery to 362 Green Street, 3rd Floor, Cambridge, MA 02139; Attn: Margaret Donnelly Moran. All proposals must include a signed copy of the Non-Collusive Affidavit form attached to this RFP- no proposal can be accepted without the signed Non-Collusive Affidavit. This affidavit should be included with the Qualifications proposal. At the proposal deadline time all RFPs will be recorded and taken under advisement. Faxed or e-mailed submittals will not be accepted. All proposals should be clearly marked when delivered or mailed to avoid any confusion about recording arrival dates and times. Upon receipt of each proposal, CHA will date stamp it to show the exact time and date of receipt. All proposals received will become the property of the Cambridge Housing Authority and will not be returned to the proposer. Any modification or withdrawal of proposals shall be made in writing and received by the CHA prior to the time and date that the proposal is due.

b) Clarifications. Any questions or requests for further information must be submitted in writing to the attention of Millie Santana, Executive Secretary, Planning and Development Department at msantana@cambridge-housing.org no later than 5:00 pm on July 31, 2026.

No inquiry received after the stated deadline will be considered.

c) Addendum. In the event there are any changes or clarifications to this RFP, CHA will issue an addendum. Addenda will be e-mailed to everyone on record as having received an RFP.

The addenda shall be deemed as part of the RFP. It is the responsibility of proposers to confirm if there were any addenda issued prior to submission of their proposal.

d) Proposal Acceptance Period. The Cambridge Housing Authority shall have a period of 60 calendar days following the proposal opening date to make the award. No proposals may be withdrawn during this acceptance period, without the permission of the Cambridge Housing Authority.

e) Attendance at Proposal Opening. According to MGL Chapter 30B, the proposal opening is not a public opening and the submitted proposals will not be made public documents until all proposals have been evaluated or when the proposal acceptance period stated above has elapsed (whichever occurs first).

f) Rights Reserved by CHA. The Cambridge Housing Authority reserves the right to reject any and all proposals and to waive any informalities if it is in the public interest to do so.

g) No Warranty. The Consultant is required to examine the Request for Proposal, instructions and risks to be covered. Failure to do so will be at the Consultant's own risk. It is assumed that the Consultant has made such investigations as to be fully informed as to the extent and character of the hazards of the requirements of the RFP. No warranty is made or implied as to the information contained herein.

mailto:mzajac@cambridge-housing.org

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Request for Proposals Development and Modernization Services

h) Debarred, Suspended and Ineligible Consultants. The Consultant certifies by submission of a proposal that it is not a debarred, suspended or ineligible Consultant by any agency of the federal or state government. No proposal received from a debarred, suspended or ineligible Consultant will qualify for award.

i) Non-Collusive Affidavit, Tax Compliance Certificate and Insurance Binder. The attached Non-Collusive Affidavit must be executed and submitted with this proposal. A certificate of Tax Compliance in accordance with MGL Ch. 62C, subsection 49A, will be required before the execution of the contract.

j) Diversity. CHA strongly encourages minority-owned and women-owned businesses, socially and economically disadvantaged businesses, HUD Section 3 businesses, and small businesses to submit proposals or to participate in a subcontracting capacity on CHA contracts.

k) Method of Award. The contract will be awarded to the responsive and responsible Consultant who meets the minimum criteria requirements and whose proposal is determined to be the most advantageous to the Cambridge Housing Authority. The Cambridge Housing Authority may reject any and all proposals if such action is in the public's best interest and waive minor informalities and minor irregularities in proposals received. RFPs will be subject to approval and award by the Cambridge Housing Authority Board of Commissioners.

l) Term of Contract. The term of this contract will be for a period of one year.

Contracts may be renewable for up to four additional one year periods at the discretion of the CHA. The maximum total fee per contract term is $250,000 per annum. The contract hourly rates will be set for the initial one-year term and then may be negotiated by the CHA and the consultant prior to execution of the contract term extension.

IV. INFORMATION TO BE PROVIDED IN YOUR PROPOSAL

The submission of both a technical proposal and a price proposal will be required for evaluation and contract award. Each proposal must be organized into two separately sealed and packaged parts. Proposals should address and be organized in the order of the outline given below and include the following information:

• Cover Letter

• Address each of the evaluation criteria below

• Include a list of at least three references for which the firm or team members have performed similar work in the last five years (including agency or business name of client, contact person, address, telephone number and e-mail address if available.

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Request for Proposals Development and Modernization Services

Relating to Criterion 1 Experience with Affordable Housing:

Attach list of project experience including consultant team's specific duties on those projects and the public construction law or awarding agency under which those projects were constructed. Please provide contact information for each project listed.

Relating to Criterion 2: Experience with Housing Construction:

Include narrative on consultant team's project experience with housing construction and rehab activities including the consultant team's specific duties on those projects, whether the housing was market rate or affordable housing, and whether the housing was substantially occupied during the construction process.

Relating to Criterion 3: Experience Preparing Documentation and Materials Outlined in RFP:

Provide narrative and/or examples of documentation prepared by the consultant team similar to the documentation outlined in II. Scope of Work section of the RFP.

Relating to Criterion 4: Hourly Rates (provided in Separate Cost Proposal):

In a separate sealed package, include the hourly rates for the consultant team, submitted rates shall be in effect for the entire contract term. Upon extension of the contract term, the hourly rates may be increased upon negotiation, not to exceed a 10% increase of the original contract term hourly rates.

Note that reimbursable will be allowed under the contract provided the consultant provides documentation of expenses in the form of receipts and when appropriate utilizes the CHA tax exempt certificate.

V. PROPOSAL EVALUATION CRITERIA

Consultants proposal responses will be evaluated based on the criteria listed in this section and further described in Section IV above. In preparing the submittal to CHA, it is important for proposers to clearly demonstrate their expertise in the areas described in this document. Because multiple areas of expertise are required for successfully performing this project, the Consultant, either through in-house staff or sub-consultants, must demonstrate expertise and have available adequate numbers of experienced personnel to provide the services described in the RFP.

Consultants are encouraged to identify and clearly label in their submittal how each criterion is being fully addressed. Evaluation of responses to this RFP will be based only on the information provided in the submittal package, and if applicable, interviews, and reference responses. CHA reserves the right to request additional information or documentation from the firm regarding its submittal documents, personnel, financial viability, or other items to complete the selection process. If a responding firm chooses to provide additional materials in their proposal beyond those requested, those materials should be identified as such and included in a separate section of the proposal. In submitting a proposal, the Consultant and any sub-consultants agree that any costs, prices, hourly rates proposed shall be valid for a minimum of 90 days from the proposal due date.

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Request for Proposals Development and Modernization Services

A. Minimum Evaluation Criteria

The CHA will conduct a review of each proposal to determine whether it meets the minimum criteria listed below. Any proposal not meeting the following criteria will be deemed not responsible and the proposal will be rejected.

1. Consultants must be able to substantially comply with Section II. Scope of Work at the determination of the CHA review committee.

2. Consultants must have 3 years experience in providing these or similar services.

3. Consultants must have sufficient staff to perform the services under this contract.

B. Comparative Evaluation Criteria For each of the comparative criteria you will be evaluated and assigned a categorical rating of Highly Advantageous (HA), Advantageous (A), Not Advantageous (NA). The ratings from each comparative criterion will be added together to produce a total composite score as judged by the CHA review committee.

1. Experience with MGL ch.149 and 149A Construction

• Highly Advantageous: The consultant demonstrates extensive experience with design and/or construction administration of more than 5 projects under MGL ch.149 and/or 149A.

• Advantageous: The consultant team demonstrates experience with design and construction of 3 or more projects under MGL ch.149 and/or 149A

• Not Advantageous: The consultant team demonstrates familiarity but not specific experience with design and construction procedures under MGL ch.149 and/or 149A

2. Experience with Housing Construction

• Highly Advantageous: The consultant team demonstrates extensive experience with construction of affordable housing construction under MGL ch. 149/149A under both occupied and unoccupied conditions.

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Request for Proposals Development and Modernization Services

• Advantageous: The consultant team demonstrates experience with housing construction under MGL ch. 149/149A or other public procurement procedures.

• Not Advantageous: The consultant team demonstrates experience with housing construction but not under MGL ch. 149/149A or other public procurement procedures.

3. Experience Preparing Documentation and Materials Outlined in RFP

• Highly Advantageous: The consultant team has three (3) or more years experience preparing documentation similar to the documents described in the Scope of Services section of the RFP.

• Advantageous: The consultant team has demonstrated experience preparing documentation similar to the documents described in the Scope of Services section of the RFP.

• Not Advantageous: The consultant team has experience producing construction related documentation but not similar to the documents described in the Scope of Services section of the

RFP.

4. Cost Proposal

The cost proposal criterion will be evaluated by using a Ratio of Rate process whereby the consultant meeting the minimum criteria with the lowest hourly rates submitted is rated as highly advantageous while all other respondents are rated as advantageous or not advantageous based upon their relative hourly rate compared to that lowest submitted rate.

VI. SUBMISSION OF FORMS REQUIREMENTS

1. Qualification Proposal (1 original and 1 copy) (Non-Collusive Affidavit must be signed and included with proposal)

2. Price Proposal (1 original in separately sealed envelope)

3. Tax Compliance Agreement (must be included with contract when executed)

4. CHA Section 3 business concern application and Section 3 plan (if applicable).

VII. SELECTION PROCESS

An evaluation panel will rate all responses to this RFP that are received on or before the stated deadline, according to the criteria listed above. Based on its initial evaluation, the panel may:

1. Make a recommendation to CHA's Executive Director and request authority to negotiate a Contract with one or more proposers; or

2. Request additional information from the proposer whose responses appear to have the greatest likelihood of success; and/or

3. Invite one or more proposers whose responses appear to have the greatest likelihood of success to attend an interview/presentation to discuss their proposal; and then make a recommendation for award to the Cambridge Housing Authority Board of Commissioners.

Request for Proposals Development and Modernization Services

CHA reserves the right to conduct reference checks, at either or at both of the following two points of the evaluation process:

1. After proposals are evaluated, for the proposers with the highest-scoring proposal;

2. In the event that interviews are held, for the proposers with the highest-scoring proposal and interview.

In the event that information obtained from the reference checks reveals concerns about the proposer's past performance and their ability to successfully perform the contract to be executed based on this RFP, CHA may, at its sole discretion, determine that the Proposer is not a responsible proposer and may select the next highest-ranked Proposer whose reference checks validate the ability of the Proposer to successfully perform the contract to be executed based on this RFP. In conducting reference checks, CHA may include itself as a reference if the Proposer has performed work for CHA, even if the Proposer did not identify CHA as a reference.

By submitting its proposal in response to this RFP, the Proposer accepts the procurement method used and acknowledges and accepts that the evaluation process will require subjective judgments by CHA and the evaluation panel.

Any protest of the selection process shall be resolved in accordance with CHA's Procurement Policies, which are available upon request.

VIII. CONTRACT NEGOTIATIONS

CHA shall negotiate with the most qualified Proposer, as determined by evaluation of the responses and, if applicable, interview. If CHA is unable to reach agreement with the highest ranked firm, it may negotiate with the second highest ranked firm, proceeding in turn to each firm, in order of rank, until a contract is executed.

IX. ADMINISTRATIVE INFORMATION

a) Minority-owned and Women-owned Business Enterprises: CHA strongly encourages minority owned and women-owned businesses, socially and economically disadvantaged business enterprises, HUD Section 3 businesses, and small businesses to submit proposals, to participate as partners, or to participate in other business activity in response to this RFP.

b) Section 3 Requirements: Section 3 of the Housing and Urban Development Act of 1968 (hereinafter "Section 3") requires CHA to the greatest extent feasible to provide employment opportunities to Section 3 residents. Section 3 residents include residents of CHA communities and other low-income residents of Cambridge.

c) Payment Requirements: Proposers should be aware that CHA will only make payments on the contract issued under this RFP after the work being billed has

Development and Modernization Services

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Request for Proposals Development and Modernization Services been completed, and within 30 calendar days of receipt of a properly prepared and CHA approved invoice from the Consultant. Supporting documentation is required for payment of reimbursable expenses. No advance payments will be made to the Consultant, who must have the capacity to meet all project expenses in advance of payments by CHA.

d) Approval of Sub-Consultants: CHA retains the right of final approval of any sub-consultant of the selected Proposer who must inform all sub-consultants of this provision.

e) Documents Produced: All construction drawings, reports, specifications, and other documents produced under contract to CHA must be submitted to CHA in both hard copy and a digital format that meets CHA's requirements, using Microsoft Office or AutoCad products in an IBM-compatible format. All documents and products created by the Consultant and their sub-consultants shall become the exclusive property of CHA.

f) Other Contracts: During the original term and all subsequent renewal terms of the contract resulting from this RFP, CHA expressly reserves the right, through any other sources available, to pursue and implement alternative means of soliciting and awarding similar or related services as described in this RFP.

g) Funding Availability: By responding to this RFP, the Proposer acknowledges that for any contract signed as a result of this RFP, the authority to proceed with the work is contingent upon the availability of funding.

h) Contract Requirements: A sample of CHA's standard contract language is attached as Attachment 3 which will form the basis for any contract executed based on this solicitation.

i) In addition to any CHA-owned properties that may be included in the scope of work of this solicitation, there may be other properties for which CHA serves as General and Managing Partner. These properties are Low-Income-Housing Tax Credit limited liability corporations. If any of these Limited Liability Corporations (LLC) properties are included in the scope of work under this solicitation, the selected firm must also name those LLC's as additional insureds to their policy under the required insurance coverages described under Section J. Item C below. The Contract resulting from this solicitation must also be entered into by CHA, the selected firm, and all legal entities, including the LLCs if applicable.

j) Insurance Requirements: Please refer to Section 8.1 for the insurance requirements specific to this contract.

The Contractor shall carry and maintain Worker's Compensation Insurance including Employer's Liability Insurance as provided by Massachusetts General Laws, Chapter 152, as amended, covering all work performed by it under this Contract. In addition, the Contractor shall carry and maintain General and Professional Liability Insurance in the amount of $1,000,000 per occurrence and $2,000,000 in aggregate.

Additionally, any subcontractors on the contract shall also be required to carry equal coverage. The Cambridge Housing Authority and/or any designated LLCs shall be named as additional insured on any required insurance coverage policies

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Request for Proposals Development and Modernization Services

X. CRIMINAL BACKGROUND INVESTIGATION

The selected Consultant Teams shall conduct a criminal investigation of all employees, volunteers, subcontractors and sub-consultants performing any work who may reasonably be expected to have direct or incidental contact with CHA residents, CHA staff members, or any minor. In addition, a criminal investigation shall be performed for any person performing work under this Contract who needs special entry into CHA buildings, is given temporary use of any CHA building-access card or who collects payments of any kind. In the event a background check provides evidence of a felony conviction within the past seven years, the results of that investigation shall be disclosed to the CHA Project Manager.

If any person performing work under this Contract is charged with a felony, the selected Consultant agrees, if requested by CHA, to replace such person with an individual acceptable to the CHA.

Attachment 1:

FORM OF NON-COLLUSIVE AFFIDAVIT

State of )ss.

County of ) being first sworn, deposes and says:

That he is (a partner or officer of the firm of, etc.)

the party making the foregoing proposal or bid, that such proposal or bid is genuine and not collusive or sham; that said bidder has not colluded, conspired, connived or agreed directly or indirectly, with any bidder or person, to put in a sham bid or to refrain from bidding, and has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference, with any person, to fix the bid price of affiant or of any bidder, or to fix any overhead, profit or cost element of said bid price, or of that of any other bidder, or to secure any advantage against the Cambridge Housing Authority or any person interested in the proposed contact; and that all statements in said proposal or bid are true.

Signature of:

Bidder, if the bidder is an individual

Partner, if the bidder is a partnership

Officer, if the bidder is a corporation

Subscribed and sworn to before me this day of , 20

Notary Public SEAL

My commission expires

Form of Non-Collusive Affidavit

Attachment 2:

FORM OF TAX COMPLIANCE CERTIFICATE

STATE OF MASSACHUSETTS

COUNTY OF

being first sworn, disposes and says:

That he is (A Partner of Officer of the firm of, etc.)

Pursuant to M.G.L. c 62C, § 49A, I certify under penalties of perjury that, to the best of my knowledge and belief, I am in compliance with all laws of the commonwealth relating to taxes.

Signature of Bidder, if bidder is an individual

Partner, if the bidder is a partnership

Officer, if the bidder is a corporation

Subscribed and sworn to before me this day of _____ 20

NOTARY PUBLIC

My commission expires: SEAL

Tax Compliance Certificate

Attachment 3:

Contract for Professional/Technical Services

Contract for Professional/Technical Services Page 1 of 10

CONTRACT FOR PROFESSIONAL/TECHNICAL SERVICES

AGREEMENT made as of the day of 20 by and between the CAMBRIDGE HOUSING AUTHORITY, a public body politic and corporate organized and existing pursuant to Chapter 121B of the General Laws of the Commonwealth of Massachusetts, with a central office located at 362 Green Street, Cambridge, Massachusetts 02139 (the "CHA" or "Local Public Agency") and

, a organized and existing pursuant to the laws of the Commonwealth of Massachusetts, with its principal place of business located at

(the "Contractor").

In consideration of the terms, covenants, conditions, and agreements herein contained and respectively made by the Contractor and the CHA, the parties hereto agree as follows:

1 SCOPE OF SERVICES

1.1 General. The Contractor shall perform for the CHA those services (the "Services") set out in Exhibit A, entitled "Scope of Services," attached hereto and incorporated herein. It is understood that the Services include the tasks specifically set out in Exhibit A, together with all other and subsidiary acts necessary to complete the Services, whether or not specifically set out in Exhibit A.

1.2 Changes by Contractor. The Contractor shall not make any changes in the Services without the prior written consent of the CHA. The Contractor shall revise or correct any report, study, analysis, projection, plan, or other document or material submitted to the CHA pursuant to this Contract, until submitted in a form acceptable to the CHA. Any changes that are required as a result of errors or omissions by the Contractor shall be at the Contractor's expense.

1.3 Changes by CHA. The CHA reserves the right to alter, add to, reduce the Services by delivering to the Contractor written notice specifying the nature and extent of such alteration, addition, or reduction.

Such notice shall be effective upon the later of actual receipt by the Contractor or upon the date given in such notice. No addition to the Services shall be made unless the CHA has first specified in writing that an increase is necessary to fulfill the actual needs of the CHA and is more economical and practical than awarding another contract and unless the CHA and the Contractor have documented their agreement to increase the Services in the form of a written amendment to this Contract.

2 PERIOD OF PERFORMANCE

2.1 Term. The Contractor shall commence its performance of the Services under this Contract promptly upon receipt of the CHA's Notice to Proceed (the "Commencement Date") and, unless sooner terminated pursuant to its terms, this Contract shall continue in full force and effect for a period of one year thereafter (the "Base Contract Term").

2.2 Extension of Term. The CHA may, at its sole option, elect to extend this Contract for up to four additional one year periods beyond the-Base Contract Term (the "Contract Extension Term").

2.3 Exercise of Option to Extend. The CHA may exercise its option to extend this Contract for the Contract Extension Term by delivering written notice to the Contractor of such exercise no less than ten

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(10) days before the expiration of the Base Contract Term.

2.4 Cancellation if Funds not Appropriated. Notwithstanding any provision to the contrary herein, the CHA shall cancel this Contract in the event that funds are not appropriated or otherwise made available to support continuation of performance by the Contractor in any year succeeding the first year this Contract is executed.

3 COMPENSATION

3.1 Compensation for Services. The CHA shall pay to the Contractor, and the Contractor agrees to accept in payment for the Services, those amounts set out in Exhibit B, entitled "Compensation," attached hereto and incorporated herein. The amounts set out in Exhibit B may not be exceeded except by prior agreement of the parties documented by a written amendment to this Contract.

3.2 Total Maximum Amount. The total amount paid to the Contractor under this Contract shall not exceed $250,000 per contract term, the "Total Maximum Amount".

3.3 Adjustments to Compensation. The Contractor shall perform the Services on an as-needed basis subject to the CHA's requirements. Consequently, the Contractor acknowledges that it is not guaranteed a fixed amount of work pursuant to this Contract and the Contract's not-to-exceed Total Maximum Amount may not be reached during the Base Contract Term, the Contract Extension Term, or any other extension thereto. Notwithstanding the foregoing, in the event the CHA elects to reduce the Services as -provided in Section 1.3, the CHA shall notify the Contractor of the amount by which its compensation shall be reduced at such time as it notifies the Contractor of the reduction in the Services. In the event the CHA elects to increase the Services as provided in Section 1.3, such increase shall constitute additional services to this Contract ("Additional Services"), and the CHA shall compensate the Contractor for the Additional Services as provided for in Section 3.4.

3.4 Compensation for Additional Services. If the CHA elects to increase the Services hereunder pursuant to Section 1.3, the Contractor shall be compensated for such Additional Services at the rate established for the Services hereunder or at rates otherwise mutually agreed upon by the CHA and Contractor, whichever is lower. In no event shall compensation for such Additional Services paid to the Contractor pursuant to this Contract exceed twenty-five percent (25%) of the Total Maximum Amount.

3.5 Reallocation of Costs. If the amount paid to the Contractor for any component of the Services is less than the amount authorized for that component, said amount may be reallocated to a different component of the Services, Additional Services, or to an extension to the Contract (if applicable), by the mutual agreement of the parties. Such agreement shall be in the form of an amendment to the Contract, and shall set out the amounts to be reallocated and the purpose of the reallocation.

3.6 Allowable Additional Costs-Defined. In addition to payments indicated herein, the Contractor shall be reimbursed for Allowable Additional Costs on a direct cost basis with no additional provision for overhead or fee. For the purposes of this Section 3, "Allowable Additional Costs" means costs for printing and reproductions, special mailings (such as overnight delivery and messenger services), project- related long distance telephone and facsimile charges and any other out-of-pocket expenses approved in advance by CHA on a direct cost basis with no additional provision for overhead or fee. Allowable Additional Costs do not include meals, routine travel or those costs considered to be overhead, such as in- house copying, routine telephone and facsimile charges, typist's time, and the purchase of general office

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4 METHOD OF PAYMENT

4.1 Monthly Payment. Payment for the Services and for Allowable Additional Costs shall be made monthly for the components of the Services performed in the preceding month based upon invoices submitted by the Contractor on or before the fifth (5th) day of each month for the preceding month.

Notwithstanding the foregoing, if any invoice (except an invoice for final payment) is for less than $100.00, the CHA may in its discretion carry this invoice amount as a balance forward to the next month, and may make payment when the balance is $100.00 or more.

4.2 Content of Invoices. Such invoices shall contain: an itemized statement of the percentage of each task completed in the preceding month; the time spent on each such task; the identity of personnel performing the task and their hourly rate; and a detailed computer print-out or other equivalent back-up for any Allowable Additional Costs. Such invoices shall also include the total amount payable under the Contract for each component, the amount paid by the CHA for the work of the component to date and the amount remaining available for payment under the Contract. Invoices shall contain information supporting any performance-based fees that were earned for each specific month and relevant milestone, and a full report of all activities that have occurred during the preceding month, copies of sign- in sheets, evaluations/assessments, reports, and/or additional information reasonably required by the CHA.

4.3 Time for Payment. The CHA shall pay to the Contractor those amounts set forth in Section 3, subject to the provisions of this Section 4 and Section 5 on or before thirty (30) days after receipt of the Contractor's invoice; provided that, in no event shall the CHA be required to pay any amounts for services deemed by it to be unacceptable or disputed. In the event that the CHA disputes any such amounts invoiced, it shall pay all amounts not in dispute and notify the Contractor in writing of the amounts disputed and the reasons therefore.

4.4 No Release by CHA. Notwithstanding the foregoing, the CHA shall not be deemed, by virtue of making payments to the Contractor hereunder, to have released the Contractor from any claim or liability, or to have waived any action arising out of the breach of this Contract by the Contractor.

5. CONTRACT CLOSE-OUT

5.1 The Contractor shall be required to execute a Certificate and Release as a condition of final payment under this Contract.

6. DISPUTES, SUSPENSIONS AND TERMINATIONS

6.1 Disputes. All disputes arising under or relating to this Contract, including any claims for damages f o r the alleged breach-thereof which are not disposed of by agreement, shall be resolved under this Paragraph 6.1.

6.1.1 Submission of Claims. All claims by the Contractor shall be made in writing and submitted to the CHA Representative for a written decision in accordance with the Notice provisions of the Contract. A claim by the CHA against the Contractor shall be subject to a written decision by the CHA Representative and shall be submitted to the Contractor's Representative in accordance with the Notice provisions of the Contract.

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6.1.2 CHA Representative's Decision. The CHA Representative, or his/her designee, shall, within sixty (60) calendar days after receipt of a written claim, decide the claim or notify the Contractor of the date by which the decision will be made. The CHA Representative's decision shall be final and conclusive unless the Contractor files suit in a court of competent jurisdiction within the Commonwealth of Massachusetts within six (6) months from the Contractor's receipt of the CHA Representative's decision.

6.1.3 Contractor's Obligation to Proceed. 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 CHA Representative.

6.2 Suspension. The CHA may suspend or postpone the Services upon seven (7) calendar days written notice to the Contractor without cause and/or for any reason deemed by the CHA to be in the public interest. Any such suspension or postponement shall not give rise to any cause of action for damages against the CHA. In the event the CHA suspends or postpones the Services, the Contractor's time for performance of the Services as set out in Section 2 hereof shall be extended for a period equal to the period of such suspension or postponement and the Contractor shall be entitled to payment for Services performed prior to the effective date of such suspension or -postponement, subject to the provisions of Section 4 of this Contract and conditioned upon the delivery to the CHA by the Contractor of all the Documents (as defined below) completed as of the effective date of the suspension or postponement.

6.3 Termination. The CHA Representative, or his/her designee, may terminate this Contract in whole, or from time to time in part, for the CHA's convenience or the failure of the Contractor to fulfill the Contract obligations. The CHA Representative shall terminate the Contract by delivering a written Notice of Termination to the Contractor in accordance with the Contract's Notice provision. The Notice of Termination shall specify the nature, extent and effective date of the termination. Upon receipt of the Notice of Termination, the Contractor shall: (a) immediately discontinue all services affected (unless the notice directs otherwise); and (b) deliver to the CHA Representative all Documents (as defined below), whether completed or in process.

6.3.1 If the termination is for the convenience of the CHA, the CHA shall be liable only for payment for services rendered before the effective date of the termination.

6.3.2 If the termination is due to the failure of the Contractor to fulfill its obligations under the Contract, the CHA may 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 CHA due to the termination; and-t h e CHA may withhold any payments to the Contractor, for the purpose of set-off or partial payment, as the case may be, of amounts owed the CHA by the Contractor.

6.3.3 Termination of this Contract, whether by expiration of its term or otherwise, shall not release the Contractor from any liability to the CHA arising out of its performance of the Services.

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7 DOCUMENTS

7.1 Ownership of Documents. All the documents, including but not limited to surveys, manuals, reports; plans, studies, analyses projections specifications, and-other materials prepared or collected by the Contractor in the performance of the Services (the "Documents") shall be the property of the CHA.

The CHA may use any and all such materials for such purposes and so often as the CHA desires, either in whole or in part, or in modified form, without further employment of the Contractor or additional compensation therefore. The Contractor shall take no action in derogation of the rights of the CHA to ownership of such property and shall take all reasonable actions necessary to protect such rights.

7.2 Compliance with Law. All the Documents shall be prepared so as not to violate any provisions of local, state, or federal law, regulation, or ordinance.

8 INSURANCE; ASSUMPTION OF RISK

8.1 Insurance Requirements. The Contractor, at its sole cost and expense, commencing upon the Commencement Date and continuing until execution of the Contractor's Certificate and Release or continuing as otherwise indicated and required, shall comply with the following requirements:

8.1.1 Comprehensive General Liability. The Contractor shall carry and maintain Comprehensive General Liability Insurance with limits not less than $1,000,000.00 per occurrence for bodily injury, death, and property damage and $2,000,000.00 general aggregate, and Automobile Liability Insurance with a coverage limit of not less than $1,000,000.00 covering all work performed under this Contract.

The Contractor's Comprehensive General Liability Insurance policy shall include the following coverages: (a) independent contractors; (b) severability of interests/cross liability; (c) employees and volunteers as additional insureds; (d) contractual liability; (e) extended bodily injury (assault and battery); (f) defense outside of the limit; (g) care, custody, and control; (h) mobile equipment; and (i) additional insureds as required by contract. The CHA shall be named as an additional insured on all general liability policies.

8.1.2 Worker's Compensation. The Contractor shall carry and maintain Worker's Compensation Insurance including Employer's Liability Insurance as provided by Massachusetts General Laws, Chapter 152, as amended, covering all work performed by it under this Contract.

8.1.3 Subcontractor Insurance. In the event the CHA authorizes the Contractor to utilize any subcontractor and/or subconsultant to perform any of the Services, the Contractor shall require any such subcontractor, subconsultant, and/or professional employed and/or engaged by the Contractor to carry comprehensive general liability, auto liability, and workers compensation insurance with the same scope of coverage and other provisions as described herein. The general liability coverage shall name the Contractor and the CHA as additional insureds. The Contractor shall obtain and keep on file certificates of

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8.1.4 Other Insurance. The Contractor shall carry and maintain such other insurance in such form and in such amounts as the CHA may from time to time reasonably require against other insurable hazards and casualties that are commonly insured against in the performance of similar services as are provided for in the Scope of Services.

8.1.5 Personal Property Insurance. The Contractor may, at its own expense, carry and maintain insurance to cover its own personal property, furniture, fixtures, machinery, and supplies used in the performance of the Scope of Services.

8.1.6 Miscellaneous Requirements. All policies of insurance required hereunder shall be issued in a form and type acceptable to the CHA and by companies having a minimum A.M. Best's rating of "A" ("Excellent") and Financial Size Category VII or larger, or as otherwise deemed satisfactory to the CHA. Original certificates of insurance and/or binders of insurance evidencing the above required insurance coverage shall be furnished to the CHA, and shall be attached to this Contract and made a part hereof.

They shall provide for not less than thirty (30) calendar days prior notice to the CHA of any cancellation of/or major change in the policies. Not less than thirty (30) calendar days prior to the expiration date of the policies of insurance required under this Contract, the Contractor shall deliver to the CHA renewal certificates of insurance in accordance with all insurance requirements in this Contract. All policies of general liability insurance required hereunder shall list the CHA as a named additional insured as follows: Cambridge Housing Authority, 362 Green Street, 3rd floor, Cambridge, MA 02139. Failure to provide insurance coverage as required by this Paragraph shall be deemed to be a material breach of this Contract.

8.2 Assumption of Risk. The Contractor agrees to provide the Services at its own risk and liability. The CHA shall have no responsibility or liability for any loss or damage to personal property or fixtures of the Contractor or the Contractor's subcontractors.

9 GENERAL INDEMNIFICATION

9.1.1 The Contractor shall indemnify, defend, and save harmless the CHA and its administrator, officers, representatives, agents, attorneys, and employees, in both individual and official capacities, against all suits, claims, damages, losses, and expenses, including but not limited to, attorney's fees, caused by;-arising out of, resulting from, or incidental to the performance of the work and/or services provided under this Contract by the Contractor or its agents, employees, servants, or contractors to the full extent allowed by the laws of the Commonwealth of Massachusetts and not beyond any extent that would render these provisions void or unenforceable, provided that such suit, claim, damage, loss, or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, including the loss of use resulting therefrom; and is caused in whole or in part by any default, negligence, act, or omission of the Contractor, the Contractor's agent, employee, servant, contractor, and/or anyone for whose acts the Contractor may be liable, regardless of whether or

Contract for Professional/Technical Services Page 7 of 10 not it is caused in part by a party indemnified hereunder. Defense of the CHA under this Section shall utilize counsel acceptable to the CHA. Indemnification as provided in this Section shall survive termination of this Contract.

9.1.2 The Contractor shall give prompt notice to the CHA in the event of any such injury (including death), loss, or damage. lf the Contractor's agreement to indemnify, defend, and save harmless the CHA and the indemnities referred to above as provided herein, shall to any extent be or be determined to be void or unenforceable, it is the intention of the Parties that such circumstance shall not otherwise affect the validity, or enforceability of the Contractor's agreement to indemnify, defend; and save harmless the CHA and such other indemnities, as provided herein. In the case of any such suits, claims damages, losses,- or expenses caused in part by the default, negligence, act, or omission of the Contractor, the Contractor's agent, employee, servant, contractor, and/or anyone directly or indirectly employed by any of them or anyone for whose acts any of them might be liable, and in part by the C H A or its representatives, or any- other such indemnities, the Contractor shall be and remain fully liable on its agreements and obligations under this Section to the full extent permitted by law.

9.1.3 In any and all claims against the C H A and its administrator, officers, representatives, agents, attorneys and/or employees by the Contractor, its agents, employees, servants, contractors, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the Contractor's indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or any agent, employee, servant, or contractor under worker's or workmen's compensation acts, disability benefits acts, or other…