2026-PDV-04.pdf

Winterwood INC.

PO Box 12830

Lexington, KY 40583

REQUEST FOR PROPOSAL #2026-PDV-04

Park DuValle Phase II, III & IV Lawn Service

POSTED DATE: 04/22/26

DEADLINE FOR SUBMISSION: 7/22/26 @ 5 p.m.

SUBMISSION DEADLINE: 07/22/2026 at 5:00 p.m., Eastern time zone

REQUEST FOR PROPOSALS (RFP) 2026-PDV-04

TITLE: Park DuValle Phase II, III IV Lawn Service

Please submit your firm's proposal for the service, labor, material, equipment or supplies listed in the attached specification. Submitters are to give a complete description if they are quoting on an "equal to" the brand specified by the Winterwood INC.

Winterwood INC. reserves the right to reject any or all proposals and/or, to accept any proposal submitted on a "per-item" basis.

All proposals will remain firm for ninety (90) days.

Submitter of Proposals must complete the Non-Collusive Affidavit

NOTICE

All proposals must be submitted to: Procurement@winterwoodinc.com

No later than the stated time above. LATE PROPOSALS WILL BE REJECTED

PROPOSAL INFORMATION

Can be found at The Housing Agency Marketplace https://ha.internationaleprocurement.com/

DEADLINE FOR QUESTIONS

All questions must be received before 5:00 P.M. on 07/13/2026 Questions regarding scope of work can be submitted to Jasmine Hatchell at, jasminehatchell@winterwoodinc.com

SILENT PERIOD INSTRUCTIONS

The silent period begins on 7/13/26 at 5:00 P.M. and extends through to the award of contract.

During this period no questions concerning the status of your proposal may be asked of any Winterwood INC. staff.

Once the proposals have been thoroughly evaluated, all interested parties will be notified of the results.

mailto:Procurement@winterwoodinc.com https://ha.internationaleprocurement.com/ mailto:jasminehatchell@winterwoodinc.com

NON-COLLUSIVE AFFIDAVIT

AFFIDAVIT

State of ) County of )SS.

, being first duly sworn, deposes and says:

That he/she/they (a partner or officer of a firm of, or an individual etc.)

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

Signature if one of the following:

Offeror, if an Individual;

Partner, if in a Partnership;

Officer, if in a Corporation

Subscribed and sworn to before me this day of , 20 My Commission expires , 20

REQUEST FOR PROPOSALS (RFP)

RFP #2026-PDV-04

LAWN MAINTENANCE AND GROUNDS

CARE SERVICES

PARK DUVALLE PHASE II, III & IV

Issued By: Winterwood, Inc.

Property Location: 1804 Russell Lee Drive, Louisville, KY 40211

Item Information Procurement Contact Jasmine Hatchell Email for Questions jasminehatchell@winterwoodinc.com RFP Issue Date June 22, 2026 Pre-Bid Conference July 6, 2026 at 10:00 AM EST Pre-Bid Location 1804 Russell Lee Drive, Louisville, KY 40211 Deadline for Questions July 13, 2026 at 5:00 PM EST Proposal Due Date July 22, 2026 at 5:00 PM EST Proposal Submission Housing Agency Marketplace or Procurement@winterwoodinc.com

1. INTRODUCTION AND PURPOSE

Winterwood, Inc., as manager of Park DuValle Phase II, Phase III, and Phase IV, is soliciting competitive sealed proposals from qualified, licensed, and insured landscaping and grounds maintenance contractors to provide comprehensive commercial lawn maintenance and grounds care services.

The selected contractor shall provide all labor, supervision, equipment, materials, transportation, and incidentals necessary to maintain the grounds in a safe, attractive, and professional manner while supporting resident satisfaction and maintaining compliance with applicable HUD and affordable housing property management standards.

Winterwood seeks a contractor with demonstrated experience servicing multifamily, affordable housing, public housing, or similar residential communities.

mailto:Procurement@winterwoodinc.com

2. SCOPE OF WORK

The contractor shall furnish all supervision, labor, materials, equipment, tools, transportation, debris removal, disposal services, and EPA-approved products necessary to perform the following services.

Basic Core Services (Mandatory)

Mow, Trim, and Blow

• Mow all accessible turf areas during the growing season.

• Trim inaccessible areas to maintain consistency with mowed turf.

• Remove grass clippings and debris from sidewalks, curbs, parking lots, and paved surfaces.

• Approximate Frequency: 30 visits annually.

Hard Edging

• Edge all sidewalks, curbs, and paved walkways.

• Approximate Frequency: 15 visits annually.

Weed Control – Plant Beds

• Utilize mechanical and chemical methods to control weeds in landscape beds, sidewalks, and parking areas.

• Approximate Frequency: 15 visits annually.

Bed Edging

• Maintain defined bed edges throughout the property.

• Approximate Frequency: 15 visits annually.

Shrub Pruning and Shearing

• Prune and shape shrubs up to ten (10) feet in height.

• Approximate Frequency: Two (2) times annually.

Pre-Emergent Weed Control – Beds

• Apply pre-emergent products to planting beds.

• Approximate Frequency: One (1) application annually.

Spring Clean-Up

• Remove dead plant material and prune declining perennials.

• Prepare landscape beds for the growing season.

• Approximate Frequency: One (1) service annually.

Leaf Removal

• Remove leaves through blowing, raking, vacuuming, mowing, or mulching.

• Approximate Frequency: Two (2) services annually.

Tree Pruning

• Remove dead, diseased, damaged, and crossing branches.

• Approximate Frequency: One (1) service annually.

Turf Pre-Emergent

• Apply pre-emergent weed control products to turf areas.

• Approximate Frequency: One (1) application annually.

Turf Post-Emergent

• Apply post-emergent weed control products as necessary.

• Approximate Frequency: One (1) application annually.

Trench Edge Beds

• Establish and maintain defined edges between turf and landscape beds.

• Approximate Frequency: One (1) service annually.

Seasonal Color Installation

• Remove existing annuals and install seasonal color displays.

• Includes cultivation, fertilizer, mulch, and watering.

• Approximate Frequency: Two (2) installations annually.

Fall Clean-Up

• Remove declining annuals and perennials.

• Prepare landscape beds for winter.

• Approximate Frequency: One (1) service annually.

Color-Enhanced Mulch

• Supply and install hardwood mulch in all existing landscape beds.

• Approximate Frequency: One (1) application annually.

Optional / Select Services Bidders may provide separate pricing for:

• Turf fertilization programs

• Core aeration

• Overseeding

• Irrigation repairs and maintenance

• Snow and ice removal

• Landscape enhancements

• Tree replacement

• Additional planting services

• Emergency grounds maintenance services

Optional services shall be priced separately and will not be included in the evaluation of the base proposal.

3. PERFORMANCE STANDARDS

The selected contractor shall:

• Maintain all grounds in a professional and attractive condition.

• Provide trained and uniformed personnel.

• Comply with all OSHA safety requirements.

• Maintain adequate staffing levels to meet service schedules.

• Conduct regular quality-control inspections.

• Provide service reports upon request.

• Utilize only approved products and materials.

• Minimize disruption to residents and property operations.

• Remove all debris generated by work activities.

4. CONTRACT TERM

Initial Contract Term:

August 1, 2026 through July 31, 2027

Winterwood reserves the option to renew the contract for up to four (4) additional one-year terms based upon satisfactory performance, funding availability, and mutual agreement.

Annual renewal pricing adjustments may not exceed three percent (3%) or the Consumer Price Index (CPI), whichever is greater.

5. SUBMISSION REQUIREMENTS

Proposals shall include:

Company Information

• Company profile and history.

• Years in business.

• Experience with multifamily and affordable housing properties.

Licensing and Insurance

• Kentucky business license.

• General liability insurance.

• Workers' compensation insurance.

• Automobile liability insurance.

Pricing Proposal

Provide:

• Annual price for all core services.

• Monthly installment amount.

• Pricing for optional services.

• Any assumptions or exclusions.

References

Provide at least three (3) references from similar projects.

Section 3 Documentation

Provide applicable Section 3 certifications and documentation.

HUD Forms

Include all required HUD procurement forms and certifications.

6. EVALUATION CRITERIA

Proposals will be evaluated using the following criteria:

Criteria Weight Qualifications and Relevant Experience 30% Technical Approach and Quality Control Plan 30% Cost and Price Reasonableness 30% Section 3 Participation and References 10%

Winterwood reserves the right to interview firms, request additional information, negotiate pricing, and reject any or all proposals.

7. PRE-BID CONFERENCE

A non-mandatory pre-bid conference and site visit will be held:

Date: July 6, 2026 Time: 10:00 AM EST Location: 1804 Russell Lee Drive Louisville, KY 40211

Attendance is strongly encouraged.

8. QUESTIONS

All questions regarding this solicitation must be submitted in writing no later than:

July 13, 2026 at 5:00 PM EST

Questions shall be emailed to:

Jasmine Hatchell jasminehatchell@winterwoodinc.com

Responses and addenda, if issued, will be distributed through the Housing Agency Marketplace.

9. PROPOSAL SUBMISSION

Proposals must be received no later than:

July 22, 2026 at 5:00 PM EST

Submit proposals electronically through:

• Housing Agency Marketplace

• Procurement@winterwoodinc.com

Late proposals will not be accepted.

10. RESERVATION OF RIGHTS

Winterwood, Inc. reserves the right to:

• Reject any or all proposals.

• Waive informalities or irregularities.

• Request clarification of submitted proposals.

• Negotiate with one or more proposers.

• Cancel this solicitation at any time.

• Award a contract in the best interest of the property.

Winterwood appreciates your interest and looks forward to receiving your proposal.

mailto:Procurement@winterwoodinc.com

Instructions to Offerers Non-Construction

U.S. Department of Housing and Urban Development Office of Pybllc and Indian Housing

11111111 -03291-

1. Preparation of Olfers

(a) Offerers 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 otteror shall furnish the Information required by the solicita-tion. The otteror shall sign the offer and print or type Its name on the cover sheet and each contlnuatlon sheet on which It makes an entry, Erasures or other changes must bs initialedby the person signing the offer. Offers signed by an egentshall bs accompanied by evidence of that agent's authortty, unless that evidence has been previously furnished to the HA.

(c) Offers for se,vlces other than those specified will not be consid-ered.

2. Submission of Offers

(a) Offers and modifications thereof shall be submitted In sealed envelopes or packages (t) addressed to the office specified In the solicitation, and (2) showing the time specified for receipt, the sollctta-tion number, and Iha name and address of the offerer.

(b) Telegraphlo offers willnot be considered unless authorized bylhe solicitation; however, offers may be modifiedby written or telegraphic notice,

(c) Facsimile offers, mod!lcation• or withdrawals will not be consid-ered uni••• authorized by the solicitation.

3. Amoodmsms ta S"llcitatlons

(a) !! this solicltatlon Is amended, then all terms and condlllons which are not mod�led remain unchanged,

(2) Have a satisfactory pertormance record;

(3) Have a satisfactory record of Integrity and business ethics·

(4) Have a satisfactory record of compliance with public pol�y

(e.g., Equal Employmont Opportunity); and

(5) Nothavabeensuspended,debarred, or otherwise determined to be inallglble for award of contracts by the Depsrtment of Housing and Urt:Jan Development or any other agency of the U.S. Government. Current lists of lnallglble ccntractors are available for Inspection at the HA/HUD.

(b) Before an offer Is considered for award, the offerer may be requested by the HA to submit a statement or other documentation regarding any of the foregoing requirements. Failure by the afferorto prov,:ie suchaddltlonalInformation mayrender the offeror Ineligible for awM:I.

a. I.eta S!.!bmlsslons, Modlflcallons, and WHhdrawaf of Offers

(a) Atty offer received at the place designated In the solicitation after the exact time specttled for receipt will not be considered unless It Is reoelVed before award Is made and It •

(1) Was sent by reglsterod or oertffied mail not later than the fltth calendar day before the date speeffled /or receipt of offers (e.g:, an offer submitted In response lo a solicltatlon requiring receipt of offers by the 2oth of the month must have been malled by the 15th);

(2) Was sent by mall, or ifauthorizedby the sollcltatlon, was sent by telegram or via facsimile, and It Is determined by the HA/ HUD that the late receipt was due solely to mishandling by the HA/HUD ofter receipt at the HA;

(3) Was sent by U.S. Postal Service Express Mall Next Day Service· Post Office to Addressee, not latarthan 5:00p.m. at

(b) Offarors shall acknowledge receipt of any amendments to this theplacoofmallingtwoworklngdaysiiriortothedataspacified solicltatlon by for rocalpt of proposals. The term "working days' excludes

(1) signing and retumlng the annendment; weekends and U.S. Federal holidays; or

(2) identttying the amendment number and date In the space (4) Is tha only offsr received.

provided for this purpose onIha form for submitting an mfllr� ·-�= �

(3) lotter or telegram, or (b) Anr modmcation of an offer, •;c•pt a m��icatlon resulting from

(4) facsimile, ff facslm/lo offers are authorized In the sollcltation. th• HAsrequeS! for "b•.•t andflnal offer (Hthrs sollcltatlon Is arequest

The HA/HUD must receive the acknowledgment by the time for proposals), Is subf"°: to the_ same conditions as Insubparagrephs speettied for receipt of offers. (a)(1), (2), and (3) of thrs provision. i

(a) A modification resulting from the HA's request for ''best and final" ,...

4. E.xplamrt/on to Prospective Offerers Any prospective offeror desl�ng anexplanatton or interpretationof th• solicitation, statement of work, etc., must request It In writing econ enough to allow a reply to reach all prospective offerers before the submission of their otters. Oral explanations or instructions given before the award of the contract will not be binding. Any Information given to aprospective offerer concemlng asolicltatlon wU/befumished promptly ta all other prospsctlve offerers as an amendment of the

• solicitation, ff that Information isnocessary In submitting offers or ttthe lack of It would be prejudicial to any other prospective offerers.

5. Responsibility of Prospective Contractor

(a) The HA shall award a contract only to a responsible prospactive contractor who Is able to perform successfully under the terms and conditions of the proposed contract. To be determined responsible, a prospective contractor muS1 -

(1) Have adequate flnanclal resources to perform the contract, or the abiltty to obtain them;

offer rscslved after Iha time and date specified in the request will not beconsideredunless receivedbefore award andthe latereceipt isdue solely to mishandling by the HA alter receipt at the HA.

(d) The only acceptable evldenca to establish the date al mailing of a late offer, modification, or withdrawal sent either by registered or certified mallis the U.S. or Canadian Postal Service postmark both on tho envelope or wrapper and on the original receipt from the U.S. or Canadian Postal Se,vlce, Bath postmarks must shaw a legible date or the offer, modification, orwlthdrawal shallbeprocessed asif malled late, "Postmark" means a printed, stamped, or otherwise placed Impression (exclusive of a postage meter machine Impression) thatls readily identttlable without further actlon as having been supplied and affixed by employees of the U.S. or Canadian Postal Service on ttle date of malling. Therefore, ofterors should request the postal clerk to pl!!Cll a hand cancellation bull's.-eye postmark onboth the receipt and -the envelope or wrapper.

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

Prev ious e d i t i o n Is o bsol ete pa ge 1 of2 f-orm H-UD-5-369-B-(819·3) ref. Handb-ook 7460.8-

L rat. Handbook7460.f

(f) The.only acceptable evidence ta establish the date of malling ol a late offer, modfflcatlon, or withdrawal sent by Express Mall Next Day Se<Vlce-Post Office ta Addressae isthe date entered by the post office receiving clerk on the "Exprsss Mall Next Day Seivlce-Post Office to Addressee" label and the postmark on both the envelope or wrapper and on the original receipt from the U.S. Postal Se,vice. "Postmark" has the same meaning as defined In paragraph (c) of this provision, excluding postmarks of the Canadian Postal Seivlce. Therefore, afferors should request the postal clerk to place a legible hand can<:ellatlan bull's eye postmark on bath the receipt and the envelope or wrapper.

(g) Notwithstandingparagraph (a) of this p<ovlslon, a latemodtticatian of an otherwise successful offer that makes Its terms more favorable to the HA wil be considered at any tlma tt Is received and may be accepted.

(h) If this solicitation Is a request for proposals, proposals may be withdrawn by written notice, or if authortzed by this solicltation, by telegram (Including mallgram) or facslmlle machine transmission received at any time before award. Proposals may be wltl\drawn In person by a of!eror or Its authorized representative if the k:lentl!y ol tho person requesting withdrawal Is established and !ha person algne a receipt for the offer before award. If this sollclta!lon Is en Invitation for bids, bids may be withdrawn at any time prier to bid opening.

7. Contract Award

(a) The HA will award a contract resulting from this solicitation to the raspanslbla offeror whose offer conforming to the solicitation will be most advantageous to thoHA,cost orpriceandotherfaciors, specified elsewhore In this sollcltation, oonsid<>rod.

(b) Tha HA may

(1) reject any or all offers if such adi�n Is In th• HA's Intorest,

(2) accept other than the lowest offer,

(3) waive infomnalltia• and minor lrregularitios In offers received, and (4) award more than one contract tor all or part of the requirement� stated.

(c) II this sollcltatlon is a request for p<0posals, the HA may award a cornract on the basis of Initial offers received, without discussions.

Therefore, eachInitial offer shouldcontainthe oiferofs best terms from a cost or price and technk:al standpoint.

(d) A written award or acceptance of offer malled or otherwise furnished to the successful offoror within the time for acceptance specHled In the otter shall result In a binding contract without further action by either party. If this solicitation Is a request for proposals before tho offer's speclffedexpirationtime, theHAmay accept an offer' whether or not the!e are negotiations attar Its receipt, unless awrllte� notice ofwlthdrawal Isreceived before award. Negotiations conducted after receipt of an offer do not constttute a rejection or counteroffer by the HA. �

(e) Neltharflnanclaldata submitted with an offer, norrepresentatlans cancemlng facilities or flnarrclng, will form a part of the resulting contract.

8. Service of Protas!

Anyprotest against the award of acontract pursuantto this solklltatlon shall be seived onthe HA by obtaining written and dated acknow�g-ment of receipt from the HA at the address shown on th, cover al this sollcltatlon. The determination of the HA with regard ta such protest or to proceed to award notwithstanding such protest shall be final unless appealed by the protester. •

9. Offer Submission Offers shall be submitted as follows and shall be enclosed in asealed envelop• andacldressed to the office specttled In the sollcltatlon. The proposal shall shew the hour and datespecHled Inth• sollcltatlon far receipt,Iha sollcliatlon number, andthenamaand address al !he cffera,, en the face oftlle envelope.

It Is very lmp<>rtant that the offer be property Identified en tho face of the envelope asset forth above In order taInsure that the date and time cl receipt Is sta�ed on the face of the offer envelope. R-lving procedures are: date and time stamp those envelopes identified as proposals anddellvertherriImmediately to the approprta!ecantrllOting official, and only date stamp those envelopes which do not contain ldantiflcetlon of the contents and dellver them to !he Sfljltoprlste procuring activity only-through the routine mall delivery procedure.

[Describe bid or proposal preparation lnstf'f.lci!ons here:]

P revlotls edftion is obsolete page 2 of 2 form HUD,536S-B (8193

General Conditions for Non-Construction Contracts Section I - (With or without Maintenance Work)

U.S. Depa1iment of Housing and Urban Development Office of Public and Indian Housing Office of Labor Relations 0MB Approval No. 2577-0157 (exp. 1/31/2027)

Public Reporting Burden for this collection of information Is estimated to average one hour per response, Including the time for reviewing Instructions searching existing data sources gath • and mal�talnlng the d�ta needed, and completing and reviewing the collection of information, HUD may not conduct or sponsor, and a person Is not required to respond to a collectlo� of enng lnformat1on unless It displays a currently valid 0MB number. This form Includes those clauses required by OMB's common rule on grantee procurement Implemented al HUD In 2 CFR 200 and those requirements set forth In Section 3 of the Housing and Urban Development Act of 1968 and its amendment by the Housing and Commun!ly D�velopment Ao! of 1992 Im I t 'db HUD at 24 CFR Part 75. The form ls required for non.construction contracts awarded by Public Housing Agencies (PHAs). The form is used by PHAs Jn solicitations to provide �ecls:�ene y contract clauses and allows PHAs to enforce their contracts. Comments regarding the accuracy of this burden estimate and any suggestions for reducing this burden can be sent to theryRe orts Management Officer, Office of Polley Development and Research, REE, Department of Housing and Urban Development, 451 7th St SW, Room 4176, Washington, DC 20410-5000. Wh�n providing comments, please refer to 0MB Approval No, 2577-0157. Do not send this completed form to either of these addressees. The information collected will not be held confidential.

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 $2501000 - use Section I;

2) Maintenance contracts (including nonroutine maintenance as defined at 24 CFR 905.100) greater than $2,000 but not more than $250,000 • use Section II; and

3) Maintenance contracts (including nonroutine maintenance), greater than $250,000 - use Sections I and II.

Section I - Clauses for All Non-Construction Contracts greater than $250,000

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 modlflcation.

(c) 11Contractor" 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 oflhe 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 termlnation. Upon receipt of the not!ce, the Contractor shall: (i) immediately discontinue all seivices affected (unless the notice directs otherwise); and (ii) deliver to the HA all information, reports, papers, and other mater!als 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

(1) 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 !allure 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 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.

form HUD-5370-C (01/2014)

(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) lltlgation 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, lltlgatlon, 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 information1 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 ta 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 111. 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 s_ubmit 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. lf 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 ( ) 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 tasl<ldelivery order for the convenience of the HA if it would be in the best interest of the HA.

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

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

12. Inspection and Acceptance

(a) The HA has the right to review, require correction, if necessary, and accept the work products produced by the Contractor. Such review(s) shall be carried out within 30 days so as to not impede the work of the Contractor. Any

Section I - Page 2 of 7 form HUD-5370-C (01/2014) product of work shall be deemed accepl•d 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 re!urn a revised copy of the product to the HA within 7 days ofnotification 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 servic:es received.

13. Interest of Members of Congress

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

14. Interest of Members, Officers, or Employees and

Former Members, Officers1 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 responsibllities with respect to the project, shall, during his or her tenure, or for one year thereafter, have any interest, direct or indirect, in this contract or the proceeds thereof.

15. Limitation on Payments to Influence Certain

Federal Transactions

(a) Definitions, As used in this clause:

"Agency", as defined in 5 U,S,C, 552(f), Includes Federal executive departments and agencies as well as independent regulatory commissions and Government corporations, as defined in 31 U,S,C, 9101(1), "Covered Federal Action" means any oflhe 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 qonlract, grant, loan, or cooperative agreement.

Covered Federal action does not include rec�iving 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). /llaskan 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 organizat!on, 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, assocfat!on, 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 States1 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 Congress1 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.

(v) The prohibition does not apply as follows:

Section I - Page 3 of 7 form HUD-5370-C (01/2014)

(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 proposal prior to its official submission; and

(3) Capability presentations by persons seeking awards from an agency pursuant to the provisions of the Small Business Act, as amended by Public Law 95-507 and other subsequent amendments.

(e) Only those activities expressly authorized by subdivision (b)(ii)(1)(a) of this clause are permitted under this clause.

(2} Professional and technical services.

(a) The prohibition on the use of appropriated funds, in subparagraph (b)(i) of this clause, does not apply in the case of-

(i) A payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action.

(i) Any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action If the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations.

(b) For purposes of subdivision (b)(ii)(2)(a) of clause, "professional and technical services" shall be limited to advice and analysis directly applying any professional or technical discipline.

(c} Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by [aw or regulation, or reasonably expected to be required by law or regulation, and any other requirements in the actual award documents.

(d) Only those services expressly authorized by subdivisions (b)(ii)(2)(a)(i) and (ii) of this section are permitted under this clause.

(iii) Selling activities by Independent sales representatives.

(c) The prohibition on the use of appropriated funds, In subparagraph (b)(i) of this clause, does not apply to the following selling activities before an agency by independent sales representatives, provided such activities are prior to formal solicitation by an agency and are specifically limited to the merits of the matter:

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

(ii}Technlcal discussions and other activities regarding the application or adaptation of the person's products or services for an agency's use,

(d) Agreement. In accepting any oontract, grant, cooperative agreement, or loan resulting from this solicitation, the person submitting the offer agrees not to make any payment prohibited by this clause.

(e) Penalties. Any person who makes an expenditure prohibited under paragraph (b) of this clause shall be subject to civil penalties as provided for by 31 U.S.C.

1352. An imposition of a civil penalty does not prevent the Government from seeking any other remedy that may be applicable.

(f) Cost Allowability. Nothing in this clause is to be interpreted to make allowable or reasonable any costs which would be unallowable or unreasonable in accordance with Part 31 of the Federal Acquisition Regulation (FAR), or 0MB Circulars dealing with cost allowability for recipients of assistance agreements. Conversely, costs made specifically unallowable by the requirements in this clause will not be made allowable under any of the provisions of FAR Part 31 or the relevant 0MB Circulars.

Section I - Page 4 of 7 form HUD-5370-C (01/2014)

16. Equal Employment Opportunity

During the performance of this contract, the Contractor/Seller agrees as follows:

(a) The [contractor/seller] will not discriminate against any emplo yee or applicant for employment because of race, color, religion, sex, sexual orientation, gender Identity, disability, or national origin. The

[contractor/seller] will take affirmative action to ensure that appll cants are employed, and that employees are treated during employm ent, without regard to their race, color, religion, sex, sexual orienta-tion, gender identity, disability, or national origin. Such action shall in dude, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selec� lion for training, including apprenticeship. The [contractor/seller] agrees to post In conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause,

(b) The [contractor/seller] will, in all sollcllations or advertisement s for employees placed by or on behalf of the [contractor/seller], state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, disability, or national origin.

(c) The [contractor/seller] will not discharge or in any other man-ner discriminate against any employee or applicant for employment because such employee or applicant has Inquired about, discussed, or disclosed the compensation of the employee or applicant or ano� ther employee or applicant. This provision shall not apply to instance s In which an employee who has access to the compensation inform ation of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other em ployees or applicants to individuals who do not otherwise have acces s to such information, unless such disclosure is in response to a form al complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the emplo yer, or is consistent with the [contractor/seller]'s legal duty to furnish information.

(d)The [contractor/seller] will send to each labor union or representat ive of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contr acting officer, advising the labor union or workers' representative of the [contractor/seller] 's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in cons picuous places available to employees and applicants for employmenL

(e) The [contractor/seller] will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the nules, regulations, and relevant orders of the Secretary of Labor.

!)The [contractor/seller] will furnish all information and reports re quired by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(g)ln the event of the…