6.0_Long_Form_Contract_DRAFT_TEMPLATE.pdf

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SAMPLE

MHA/VENDOR Contract No. 2024-###

MHA/VENDOR Contract No. 2024-###

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CONTRACT FOR PURPOSE

BETWEEN

THE HOUSING AUTHORITY OF THE COUNTY OF MARIN

AND

VENDOR.

This Contract (“Contract”) between the HOUSING AUTHORITY OF THE COUNTY OF MARIN, a public entity corporate and politic ("MHA") and VENDOR, a STATE corporation ("Contractor”), is for XXXX. MHA and Contractor are collectively referred to herein as the “Parties.”

RECITALS

WHEREAS, MHA is a Housing Authority authorized to transact business pursuant to the

Housing Authorities Law, Part 2 of Division 24 of the California Health and Safety Code Section 34200 et seq.;

WHEREAS, pursuant to the Housing Authorities Law, MHA is authorized to execute contracts and other instruments to exercise its powers;

WHEREAS, Contractor was the successful bidder in connection with MHA’s

MONTH, DATE, YEAR “TITLE” ( hereinafter SOLICITATION TAG); and

WHEREAS, Contractor has the expertise, special skills, knowledge and experience to perform the duties set out herein and in the SOLICITATION TAG; and agrees to provide those services to MHA.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the

Parties agree as follows:

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1. DESCRIPTION OF SERVICES

Contractor will furnish all labor, material and equipment as outlined and specified in (i) the

SOLICITATION TAG incorporated herein by this reference as Exhibit v; and (ii) Contractor’s proposal submitted in response to MHA’S SOLICITATION TAG on DATE,; which proposal is also incorporated herein as Exhibit iii.

1. Services specified in SOLICITATION TAG and Contractor’s proposal include, but are not limited to, the following:

2. INSERT SCOPE OF WORK

3. Contractor will, as required by applicable code, law or regulation, provide all Services.

4. Contractor affirms it is fully apprised of all the work to be performed under this Contract and agrees it can properly perform this work.

5. Acceptance by MHA of Contractor’s performance under this Contract does not operate as a release of

Contractor’s responsibility for full compliance with the terms of this Contract.

6. Contractor maintains it is skilled in the professional calling necessary to perform all services, duties and obligations required by this Contract and Exhibits, and MHA relies upon this representation.

Contractor will perform the services and duties consistent with the standards generally employed by professionals in the same discipline in the State of California. Contractor further warrants to MHA that it has all licenses, permits, qualifications and approvals of whatever nature legally required to practice its profession, and will keep all such licenses and approvals in effect during the Term of this Contract.

7. HUD Requirements: Contractor agrees to comply with all relevant HUD requirements, including those set forth in the {Form HUD 5370, General Conditions for Construction Contracts - Public

Housing Programs OR Form HUD 5370-C, General Conditions for Non-Construction Contracts -

Section I - (With or without Maintenance Work) OR Form HUD 5370-C, General Conditions for

Non-Construction Contracts - Section II - (With Maintenance Work)} (exp. 1/31/2027), attached hereto as Exhibit “(i)" and incorporated as if fully set forth herein. In the event of a conflict between the provisions in the body of this Contract and Exhibit “(i)", the provisions set forth in

Exhibit “(i)" will prevail.

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2. PERIOD OF PERFORMANCE

1.1 The term of this Contract will commence on the date of the last signature by either party (the “Effective Date” and continue in effect for one year unless earlier terminated pursuant to paragraph 13 below (“Term”). The option at MHA’s discretion for one additional one year extension period(s) will also be based on the Effective Date, subject to the terms and conditions herein.

2.1 This Contract will not automatically renew. MHA must exercise the option to extend the term of this Contract by providing Contractor written notice no later than thirty (30) calendar days prior to the expiration date of the original term. Failure to provide such notice within the specified timeframe may result in the automatic expiration of this Contract at the end of the initial term.

2.2 The cumulative period of performance under this Contract (including the initial Term) will not exceed a total of two years from the effective date, within which all orders must be placed and fulfilled, unless otherwise modified or extended by mutual agreement in accordance with applicable regulations and guidelines. All applicable indemnification provisions in this Contract will survive the termination of this Contract.

3. COMPENSATION/PAYMENT

3.1 Per-UNIT BASED: MHA will compensate Contractor on a UNIT basis at the rate of $# per UNIT assigned to Contractor, per year, which includes all services rendered, and costs/expenses incurred as provided pursuant to this Contract and “VENDOR SUBMISSION TITLE” attached hereto as Exhibit (iv) and incorporated herein by this reference. Postage/mailing costs will be billed to MHA without markup as a direct reimbursement of Contractor’s actual costs. OR, HOURLY, ETC BASED: (Insert Language here)

3.2 For the initial term, the maximum total amount of compensation paid to the

Contractor by MHA pursuant to this Contract will not exceed the Not to Exceed Amount of

$123,456.78 including any expenses. MHA is not responsible for any fees or costs above or beyond the contracted amount and will have no obligation to purchase any specified amount of services or products, unless agreed to by MHA in writing as an official Change Order.

3.3 IF APPLICABLE: LANGUAGE RE PRE-NEGOTIATED PRICE

INCREASES, e.g., % increase each extension/year AS SET FORTH IN PRICING EXHIBIT 123

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3.4 Change Order Process: In the even any additional work/modification is required which is anticipated to exceed the Not to Exceed Amount, Contractor must submit a written

Change Order request to MHA, which details (1) the reason for the change, (2) the scope of additional work, (3) the associated costs, (4) the impact on the project schedule, if any. The Change

Order request shall be subject to the Owner's review and written approval before any work exceeding the Not-to-Exceed Amount is performed

3.5 No Implied Authorization: No verbal instruction or written communication, other than a formal written Change Order approved and signed by MHA, shall be deemed an authorization to exceed the Not-to-Exceed Amount. Contractor shall not be entitled to payment for any work or costs exceeding the Not-to-Exceed Amount without a valid, executed Change Order.

3.6 Cost Control: Contractor is expected to monitor and manage costs throughout the project to ensure that expenditures remain within the Not-to-Exceed Amount. Should it become apparent that costs will approach the Not-to-Exceed Amount, Contractor must notify MHA in writing, in a timely manner, before additional costs are incurred

3.7 Once services are rendered in accordance with Exhibit (iii) and Exhibit (v) attached hereto, Contractor must submit to MHA detailed, itemized invoices for all services performed under the terms of this Contract. Each invoice must include, but is not limited to, the following information:

(a) Invoice number and date of issue;

(b) Detailed description of services provided, including quantities, unit prices, and total price;

(c) Dates of delivery or periods of service;

(d) Any applicable taxes, fees, or other charges;

(e) Total amount due, including a breakdown of all costs and applicable taxes;

(f) Payment terms and due date;

3.8 Upon MHA’s request Contractor agrees to provide supporting documentation for all charges included in the invoice. This may include, but is not limited to, time sheets for services performed on a time-and-materials basis, receipts, or other proof of performance.

3.9 MHA reserves the right to reject any invoice that does not comply with the requirements set forth in this clause. In the event of a rejected invoice, MHA will notify Contractor in writing of the reason(s) for rejection. The Vendor will have 15 days from the date of notification to correct and resubmit the invoice.

3.10 Failure to provide detailed, itemized invoices as required under this clause may

MHA/VENDOR Contract No. 2024-###

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3.11 Payment of invoices will also be subject to MHA’s acceptance of the services performed as meeting the specifications and standards outlined in this Contract.

3.12 MHA will pay the invoice within thirty (30) working days from the date of receipt of the invoice. In the event of a dispute concerning a portion of an invoice, the undisputed portion will be paid within the specified payment period. MHA will not be liable for any interest or late charges in the performance of this Contract.

3.13 MHA’s obligation for payment of this Contract beyond the current fiscal year end is contingent upon and limited by the availability of MHA funding from which payment can be made. No legal liability on the part of MHA will arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. If such funds are not forthcoming for any reason, MHA will immediately notify Contractor in writing, and this Contract will be deemed terminated and have no further force and effect.

3.14 No payroll or employment taxes of any kind will be withheld or paid by MHA on behalf of Contractor. MHA will not treat Contractor as an employee with respect to the Contract services for any purpose, including federal and state tax purposes.

Contractor understands and agrees that it is Contractor's sole responsibility to pay all taxes required by law, including self-employment social security tax. MHA will issue an IRS 1099 Form, or other appropriate tax reporting document, to Contractor for the Contract Services.

4. ADDITIONAL SERVICES

The Contractor will not perform any additional services or incur additional expenses outside of this

Contract, without MHA’s express written consent in the form of an amendment to this Contract.

5. AMENDMENTS TO WORK PROGRAM

The Executive Director of MHA, or designee, is authorized, in his/her sole and absolute discretion, to approve and execute changes to the Contract to the extent such changes do not cause the total Contract amount to exceed $250,000. All amendments, modifications, or changes to the Contract amount that result in a maximum contract amount exceeding $250,000 require the written approval of MHA’s Board of Commissioners.

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Such changes will be mutually agreed upon between the Executive Director and Contractor and will be incorporated in written amendments to this Contract.

6. INSPECTION OF SERVICES

All performances under this Contract are subject to MHA’s inspection. Contractor will cooperate with

MHA’s representative to determine Contractor’s conformity with the terms of this Contract.

If any services performed or products provided by Contractor are not in conformance with the terms of this Contract or MHA’S SOLICITATION TAG, MHA may require Contractor to perform the services or to provide the products in conformance with the terms of this Contract and/or

SOLICITATION TAG at no additional cost to MHA.

When the services to be performed or the products to be provided are of such nature that the difference cannot be corrected, MHA will have the right to:

(1) require Contractor immediately to take all necessary steps to ensure future performance in conformity with the terms of this Contract; and/or

(2) if applicable, reduce the Contract price to reflect the reduced value of the services performed or products provided. MHA may also terminate this Contract for default and charge to Contractor any costs incurred by MHA because of Contractor’s failure to perform.

Contractor will establish adequate procedures for self-monitoring to ensure proper performance under this Contract; and will permit an MHA representative to monitor, assess or evaluate Contractor’s performance under this Contract at any time upon reasonable notice to Contractor.

7. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and not an officer, employee or agent of MHA, and is solely responsible for its acts or omissions (and the acts and omissions of its agents and employees).

Contractor acknowledges and agrees that:

(i) this Contract constitutes a "business-to-business" contract under section 2776 of the California

Labor Code, and the Contractor is a "business service provider", and MHA is the "contracting business";

(ii) MHA has no control or direction of the means, methods, or techniques utilized by

Contractor in connection with performance and implementation of the Services;

(iii) Contractor is providing the Services directly to MHA and not to customers of MHA;

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(iv) Contractor maintains a business location, which can include the Contractor's residence, separate from the business or work location of MHA;

(v) Contractor is customarily engaged in an independently established business of the same nature as the Services to be provided pursuant to this Contract;

(vi) Contractor is free to contract with other businesses or customers to provide the same, or similar, services and maintains a clientele without restrictions from MHA;

(vii) Contractor advertises and holds itself out to the public as available to provide the same or similar services as the Services;

(viii) Contractor provides its own tools, vehicles, and equipment to perform the Services, excluding any proprietary materials that may be necessary to perform the Services under this Contract;

(ix) Contractor had the ability to negotiate the compensation set forth in this Contract;

(x) Contractor, consistent with the nature of the work to be performed hereunder, can set its own hours and location of work in connection with the Services,

(xi) Contractor is not performing the type of work for which a license from the Contractors' State

License Board is required, pursuant to Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code,

(xii) this Contract specifies the payment amount, including any applicable rate of pay, for the

Services to be performed, as well as the due date of payment for such Services,

(xiii) if the Services are performed in a jurisdiction that requires the Contractor to have a business license or business tax registration, the Contractor has the required business license or business tax registration, and

(xiv) Contractor meets all of the other standards set forth in section 2776 of the California Labor

Code to be considered an independent contractor, including meeting the Borello standard that governs independent contractor status (see S.G. Borello & Sons, Inc. v. Dept. of Industrial

Relations (1989) 48 Cal.3d 341). Neither Contractor, nor any of Contractor's officers, employees, subcontractors, sub- consultants, or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to MHA's employees. Contractor expressly waives any claim it may have to any such rights. Contractor will have no MHA to bind MHA in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against MHA, whether by contract or otherwise, unless such MHA is expressly conferred under this Contract or authorized written amendments to this Contract.

8. SUBCONTRACT FOR WORK OR SERVICES

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No contract will be made by Contractor with any other party for furnishing any of the work or services under this Contract without the prior written approval of MHA; but this provision will not require the approval of contracts of employment between Contractor and personnel assigned under this Contract, or for Parties named in MHA’S SOLICITATION TAG and agreed to under this Contract.

9. SERVICE-CONTRACT ACT

For all service contracts in excess of $2,500, whose principal purpose of which is to furnish services through the use of “service employees”, both Parties hereby agree to comply with the Service Contract

Act, as amended (41 U.S.C. 6701, et seq.), the applicable provisions of the Fair Labor Standards Act of

1938, as amended (29 U.S.C. 201, et seq.), and related Secretary of Labor regulations and instructions

(29 CFR Parts 4, 6, 8, and 1925).

10. INDEMNIFICATION

Contractor will indemnify and hold harmless MHA, its directors, officers, Board of Commissioners, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability whatsoever, based or asserted upon any act, omission, or services of Contractor, its officers, employees, subcontractors, independent contractors, agents or representatives arising out of or in any way relating to this Contract, including but not limited to property damage, bodily injury, or death (MHA employees included), or any other element of damage of any kind or nature whatsoever, relating to or in any way connected with or arising from the performance of Contractor, its officers, employees, subcontractors, independent contractors, agents or representatives from this Contract. Contractor will defend, at its sole expense, all costs and fees including, but not limited to, attorney fees, cost of investigation, defense and settlements or awards, the Indemnitees in any claim or legal action based upon such alleged acts or omissions.

With respect to any action or claim subject to indemnification herein by Contractor, Contractor will, at their sole cost, have the right to use counsel of their own choice and will have the right to adjust, settle, or compromise any such action or claim without the prior consent of MHA; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes

Contractor's indemnification to Indemnitees as set forth herein. Contractor's obligation hereunder will be satisfied when Contractor has provided to MHA the appropriate form of dismissal relieving MHA from any liability for the action or claim involved.

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The specified insurance limits required in this Contract will in no way limit or circumscribe Contractor's obligations to indemnify and hold harmless the Indemnitees herein from third party claims.

MHA does not, and will not, waive any rights that it may possess against Contractor because of acceptance by MHA, or the deposit with MHA, of any insurance policy or certificate required pursuant to this Contract. This hold harmless, indemnification and defense provision will apply regardless of whether or not any insurance policies determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. The indemnity obligations of Contractor contained in this Contract will survive the termination and expiration of this Contract.

11. INSURANCE

Contractor will procure and maintain, at its sole cost and expense, the following insurance coverages during the term of this Contract. As respects to the insurance section only, MHA herein refers to the

Housing Authority of the County of Marin its directors, officers, Board of Commissioners, employees, elected or appointed officials, agents or representatives as Additional Insureds.

11.1 Workers’ Compensation

If the Contractor has employees as defined by the State of California, the Contractor will maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of

California. Policy will include Employers’ Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy will be endorsed to waive subrogation in favor of MHA.

11.2 Commercial General Liability

Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, employment practices liability, and cross liability coverage, covering claims which may arise from or out of Contractor’s performance of its obligations hereunder. Policy will name MHA, as

Additional Insureds. Policy’s limit of liability will not be less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it will apply separately to this Contract or be no less than two (2) times the occurrence limit.

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11.3 Vehicle Liability.

If vehicles or mobile equipment are used in the performance of the obligations under this Contract, then Contractor will maintain liability insurance for all owned, non-owned or hired vehicles so used in an amount not less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it will apply separately to this Contract or be no less than two (2) times the occurrence limit. Policy will name MHA, as Additional Insureds.

11.4 Professional Liability

Contractor will maintain Professional Liability Insurance providing coverage for the Contractor’s performance of work included within this Contract, with a limit of liability of not less than

$1,000,000 per occurrence and $2,000,000 annual aggregate. If Contractor’s Professional Liability

Insurance is written on a claims made basis rather than an occurrence basis, such insurance will continue through the term of this Contract and Contractor will purchase at his sole expense either: 1) an Extended Reporting Endorsement (also, known as Tail Coverage); or 2) Prior Dates Coverage from new insurer with a retroactive date back to the date of, or prior to, the inception of this Contract;

or 3) demonstrate through Certificates of Insurance that Contractor has Maintained continuous coverage with the same or original insurer. Coverage provided under items; 1), 2), or 3) will continue as long as the law allows.

11.5 General Insurance Provisions - All lines

a. Any insurance carrier providing insurance coverage hereunder will be admitted to the State of

California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived, in writing, by MHA’s Procurement Manager. If MHA waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term.

b. The Contractor must declare its insurance self-insured retention for each coverage required herein. If any such self-insured retention exceeds $2,500,000 per occurrence each such retention will have the prior written consent of MHA’s Procurement Manager before the commencement of operations under this Contract. Upon notification of self-insured retention unacceptable to MHA, and at the election of MHA’s Procurement Manager, Contractor’s carriers will either; 1) reduce or eliminate such self-insured retention as respects this Contract

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Page 11 | 26 with MHA, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses.

c. Contractor will cause Contractor’s insurance carrier(s) to furnish MHA with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of

Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by MHA’s Procurement Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance will contain the covenant of the insurance carrier(s) that thirty (30) calendar days written notice will be given to MHA prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. In the event of a material modification, cancellation, expiration, or reduction in coverage, this Contract will terminate forthwith, unless MHA receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage’s set forth herein and the insurance required herein is in full force and effect. Contractor will not commence operations until MHA has been furnished original Certificate(s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section, showing that such insurance is in full force and effect. An individual authorized by the insurance carrier to do so on its behalf will sign the original endorsements for each policy and the Certificate of Insurance.

d. It is understood and agreed to by the Parties hereto that the Contractor’s insurance will be construed as primary insurance, and MHA’s insurance and/or deductibles and/or self-insured retention’s or self-insured programs will not be construed as contributory.

e. If, during the term of this Contract or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work; or, the term of this Contract, including any extensions thereof, exceeds two (2) years; MHA reserves the right to adjust the types of insurance and the monetary limits of liability required under this Contract, if in MHA’s Procurement Manager’s reasonable judgment, the amount or type of insurance carried by the Contractor has become inadequate.

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f. Contractor will pass down the insurance obligations contained herein to all tiers of subcontractors working under this Contract.

g. The insurance requirements contained in this Contract may be met with a program(s) of self-insurance acceptable to MHA.

h. Contractor agrees to notify MHA of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Contract.

12. GENERAL

12.1 Contractor will not provide any services or products subject to any chattel mortgage or under a conditional sales contract or other agreement by which an interest is retained by a third party. The Contractor warrants that it has good title to all materials or products used by Contractor or provided to MHA pursuant to this Contract, free from all liens, claims or encumbrances.

12.2 Contractor will comply with all applicable Federal, State and local laws and regulations, in connection with performance of the services set forth in this Contract. Contractor will comply with all applicable MHA policies and procedures. In the event that there is a conflict between the various laws or regulations that may apply, the Contractor will comply with the more restrictive law or regulation.

12.3 Contractor will be liable for any damage caused by Contractor to any MHA properties during Contractor’s performance of the services or authorized extra work, and such damage will be repaired at the Contractor' s sole expense.

12.4 Contractor represents and warrants that Contractor is registered to do business in the State of California with the California Secretary of State.

12.5 Contractor acknowledges that MHA may enter into agreements with other contractor or consultants for services like the services that are the subject of this Contract or may have its own employees perform services similar to the services contemplated by this

Contract.

12.6 Without limiting Contractor's hold harmless, indemnification and insurance obligations set forth herein, in the event any claim or action is brought against MHA relating to

Contractor's performance or services rendered under this Contract, Contractor will render any reasonable assistance and cooperation which MHA will require.

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13. TERMINATION.

13.1 MHA may terminate this Contract without cause at any time upon written notice served upon the Contractor stating the extent and effective date of termination.

MHA may also terminate this Contract for Contractor’s default, if Contractor refuses or fails to comply with the terms of this Contract or fails to make progress so as to endanger performance and does not immediately cure such failure. In the event of such termination, MHA may proceed with the work in any manner deemed proper by MHA.

13.2 After receipt of the notice of termination, Contractor will:

(a) Stop all work under this Contract on the date specified in the notice of termination; and

(b) Transfer to MHA and deliver in the manner as directed by MHA any data, estimates, graphs, summary reports, or other related materials and or records, as may have been prepared or accumulated by Contractor in performance of services, whether completed or in progress or which, if the Contract had been completed or continued, would have been required to be furnished to MHA.

13.3 After termination, MHA will make payment only for Contractor’s performance, which has been completed and accepted by MHA, up to the date of termination in accordance with this Contract.

13.4 Contractor’s rights under this Contract will terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Contract by

Contractor; or in the event of Contractor’s unwillingness or inability for any reason whatsoever to perform the terms of this Contract. In such event, Contractor will not be entitled to any further compensation under this Contract.

13.5 If the termination is due to a default by Contractor MHA may take over the work and prosecute the same to completion by contract or otherwise. Contractor will be liable to MHA for any reasonable additional costs incurred by MHA to revise work for which MHA has compensated Contractor under this Contract, but which MHA has determined in its sole discretion needs to be revised in part or whole to complete the services required under this Contract. Following discontinuance of services, MHA may arrange for a meeting with Contractor to determine what steps, if any, Contractor can take to adequately fulfill its requirements under this Contract. In its sole and

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Page 14 | 26 absolute discretion, MHA’s representative may propose an adjustment to the terms and conditions of the Contract, including the Contract price. Such contract adjustments, if accepted in writing by the

Parties, will become binding on Contractor and will be performed as part of this Contract. In the event of termination due to a default by Contractor this Contract will terminate immediately upon

Contractor’s receipt of the notice of termination. Termination of this Contract for cause may be considered by MHA in determining whether to enter into future contracts with Contractor.

13.6 The rights and remedies of MHA provided in this Section are in addition to any other rights and remedies provided by law, in equity or under this Contract.

14. FORCE MAJEURE

If either Party is unable to comply with any provision of this Contract due to causes beyond its reasonable control, and which could not have been reasonably anticipated, such as Acts of God, acts of war, civil disorders, or other similar acts, such Party will not be held liable for such failure to comply, provided the other Party receives written notice of such force majeure event no later than five (5) calendar days after commencement of such force majeure event.

15. COMPLIANCE WITH CALIFORNIA GOVERNMENT CODE

It is understood and agreed that Contractor will comply with California Government Code, Section

7550. Government Code, Section 7550 provides in part that when the total cost for work performed for a local MHA by nonemployees of such MHA exceed Five Thousand Dollars ($5,000), any document or written report prepared in whole or in part by nonemployees for such MHA will contain, in a separate section, the numbers and dollar amount of all contracts and subcontracts relating to the preparation of such document or written report.

16. CONFLICT OF INTEREST

Contractor covenants that it presently has no interest, including, but not limited to, other projects or contracts, and will not acquire any such interest, direct or indirect, which would conflict in any manner or degree with Contractor’s performance under this Contract. Contractor further covenants that no person or subcontractor having any such interest will be employed or retained by Contractor under this

Contract. Contractor agrees to inform MHA in writing of all Contractor’s interests, if any, which are or may be perceived as incompatible with MHA’s interests.

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Contractor will not, under circumstances which could be interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from individuals or firms with whom Contractor is doing business or proposing to do business, in accomplishing the work under this Contract.

Contractor or its employees will not offer gifts, gratuity, favors, and entertainment directly or indirectly to MHA employees.

17. ADMINISTRATION

MHA Executive Director (or designee) will administer this Contract on behalf of MHA. The Vice

President of Operations (or designee) will administer this Contract on behalf of Contractor.

18. ASSIGNMENT

This Contract will not be delegated or assigned by Contractor, either in whole or in part, without prior written consent of MHA. Any assignment or purported assignment of this Contract by Contractor without the prior written consent of MHA will be deemed void and of no force or effect.

19. NON-DISCRIMINATION

Contractor will not be discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of ethnic group identification, race, age, religious creed, color, national origin, ancestry, disability (including HIV or AIDS status), medical condition, sexual orientation, marital or domestic partner status, sex or gender identity in the performance of this

Contract; and, to the extent they will be found to be applicable hereto, will comply with the provisions of the California Fair Employment Practices Act (commencing with Section 1410 of the Labor Code), the Federal Civil Rights Act of 1964 (P.L. 88-352), the Americans with Disabilities Act of 1990 (42

U.S.C. S1210 et seq.) and all other applicable laws or regulations.

20. ALTERATION

No alteration or variation of the terms of this Contract will be valid unless made in writing and signed by the Parties hereto, and no oral understanding or agreement not incorporated herein will be binding on

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21. ELIGIBILITY

Services and benefits will be provided by Contractor to individuals without reference to their ethnic group identification, race, age, religious creed, color, national origin, ancestry, disability, sexual orientation, marital or domestic partner status, sex or gender identity.

22. LICENSE AND CERTIFICATION

Contractor verifies upon execution of this Contract, possession of a current and valid license in compliance with any local, State, and Federal laws and regulations relative to the scope of services to be performed under Exhibits (iii) and (v) and that services(s) will be performed by properly trained and licensed staff.

23. CONFIDENTIALITY

Contractor will observe all Federal, State and MHA’s regulations concerning confidentiality of records.

The Contractor will not use for personal gain or make other improper use of privileged or confidential information which is acquired in connection with this Contract. The term “privileged or confidential information” includes but is not limited to: unpublished or sensitive technological or scientific information; social security numbers, medical, personnel, or security records; anticipated material requirements or pricing/purchasing actions; MHA information or data which is not subject to public disclosure; MHA operational procedures; and knowledge of selection of contractors, subcontractors or suppliers in advance of official announcement. The Contractor will protect from unauthorized disclosure names and other identifying information concerning persons receiving services pursuant to this Contract, except for general statistical information not identifying any person. The Contractor will not use such information for any purpose other than carrying out the Contractor’s obligations under this

Contract. The Contractor will promptly transmit to MHA all third party requests for disclosure of such information. The Contractor will not disclose, except as otherwise specifically permitted by this

Contract or authorized in advance in writing by MHA, any such information to anyone other than MHA.

For purposes of this paragraph, identity will include, but not be limited to, name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a

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24. WORK PRODUCT

All reports, preliminary findings, or data assembled or compiled by Contractor under this Contract become the property of MHA. MHA reserves the right to authorize others to use or reproduce such materials. Therefore, such materials will not be circulated in whole or in part, nor released to the public, without the direct written authorization of MHA Executive Director or an authorized designee.

25. RECORDS AND DOCUMENTS

The Contractor, and any sub-consultants or sub-contractors, will allow all duly authorized Federal, State, and/or MHA officials or authorized representatives access to the work area, as well as all books, documents, materials, papers, and records of the Contractor, and any sub-consultants or sub-contractors, that are directly pertinent to a specific program for the purpose of making audits, examinations, excerpts, and transcriptions. The Contractor, and any sub-consultants or sub-contractors, further agree to maintain and keep such books, documents, materials, papers, and records, on a current basis, recording all transactions pertaining to this Contract in a form in accordance with generally acceptable accounting principles. All such books and records will be retained for such periods of time as required by law, provided, however, notwithstanding any shorter periods of retention, all books, records, and supporting detail will be retained for a period of at least seven (7) years after the expiration of the term of this

Contract.

26. NONCONFORMING PAYMENTS

In the event Contractor receives payment under this Contract which is later disallowed by MHA for nonconformance with the terms of the Contract, Contractor will promptly refund the disallowed amount to MHA on request; or at its option MHA may offset the amount disallowed from any payment due to

Contractor.

27. NO PARTIAL DELIVERY OF SERVICES

Contractor will not provide partial delivery or shipment of services or products unless specifically stated in the Contract.

28. LABOR STANDARDS

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Contractor will comply with all requirements of the Occupational Safety and Health Administration

(OSHA) standards and codes as set forth by the U.S. Department of Labor and the State of California

(Cal/OSHA).

29. JURISDICTION AND VENUE

This Contract will be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Contract will be filed only in the Superior Court of the State of

California located in Oakland, California, and the Parties waive any provision of law providing for a change of venue to another location.

30. WAIVER

Any waiver by MHA of any breach of any one or more of the terms of this Contract will not be construed to be a waiver of any subsequent or other breach of the same or of any other term thereof. Failure on the part of MHA to require exact, full and complete compliance with any terms of this Contract will not be construed as in any manner changing the terms hereof, or estopping MHA from enforcement hereof.

31. SURVIVABILITY OF TERMS

Provisions of this Contract that are not fully performed or are not capable of being fully performed as of the date of termination will survive termination of this Contract.

32. NOTICES

Any notice or other communication required or permitted under this Contract will be sufficiently given if delivered in person or sent by one of the following methods, (1) registered U.S. mail, return receipt requested (postage prepaid); (2) certified U.S. mail, return receipt requested (postage prepaid); or (3) commercially recognized overnight service with tracking capabilities. Notices or communications will be deemed properly delivered to the respective Parties at the addresses set forth below, or such other addresses provided by the Parties in writing, and are deemed submitted as of the date personally delivered or two days after their deposit in the Unites States mail postage prepaid, or via overnight service:

MHA:

Kimberly Carroll, Executive Director

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Chris Barta, Procurement Manager

Marin Housing Authority

4020 Civic Center Drive

San Rafael, CA 94903

Contractor:

XX

33. MISCELLANEOUS.

As used in this Contract, the term Contractor also includes Contractor’s owners, officers, employees, representatives, and agents.

34. SEVERABILITY

If any provision in this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

35. MHA

The undersigned represents and warrants that he or she has full power to enter this Contract and to bind

Contractor in accordance with the terms of this Contract.

36. NO THIRD-PARTY BENEFICIARIES

The Parties to this Contract acknowledge and agree that the provisions of this Contract are for the sole benefit of the Contractor and MHA, and not for the benefit, directly or indirectly, of any other person or entity, except as otherwise expressly provided herein.

37. ENTIRE CONTRACT

This Contract, including any attachments or exhibits, constitutes the entire Contract of the Parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, MHA/VENDOR Contract No. 2024-###

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Contract and any other written agreement or acknowledgement, the terms of this Contract will prevail.

This Contract may be changed or modified only by a written amendment signed by authorized representatives of both Parties.

38. NON-LIABILITY OF MHA OFFICIALS, EMPLOYEES AND AGENTS

No member, official, employee or agent of MHA will be personally liable to Contractor in the event of any default or breach by MHA or for any amount which may become due to Contractor or its successor or on any obligation under the terms of this Contract.

39. MARKETING AND LOGO USE

During the term of this Contract, Contractor will not have the right to use and/or display MHA's logos and trade names, or discuss this Contract, for any type of marketing, advertisement, or promotional purposes, including, but not limited to, in connection with Contractor's website (or other 3rd party website), marketing materials (of either Contractor or through a 3rd-party), journals, or other types of communication of any kind , without the express prior written approval of MHA. Failure to comply with this provision will constitute a material breach under this Contract.

40. TRAVEL

To the extent that travel has been explicitly authorized by MHA in writing under this contract, all travel expenses and costs for accommodations incurred by Contractor under this Contract will be reasonable and will not exceed the per diem rates for County of Marin, CA, which were in effect for the period in which the travel occurred, which rates were established along with rates for the lower 48 continental

United States (CONUS) and the District of Columbia, adopted by the U.S. General Services

Administration (GSA). The rates can be found at gsa.gov A daily per-diem may be charged by

Contractor as an expense when performing services at MHA offices only, provided such per diem rate (i) does not exceed the amount permitted by GSA per day, and (ii) does not increase the Initial Term Contract

Amount and Extension Term Contract Amount.

41. ADDITIONAL FEDERAL REQUIREMENTS

Whereas the work and services herein may be subject to applicable Federal, State, and local laws and regulations, including but not limited to the Uniform Administrative Requirements, Cost Principles and

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Audit Requirements for Federal Awards (2 CFR Part 200). Consultant, its contractors, its sub-contractors, consultants, and sub-consultants will comply with, to the extent applicable, the following requirements:

41.1 Equal Employment Opportunity - Compliance with Executive Order 11246 of

September 24, 1965, entitled "Equal Employment Opportunity", as amended by Executive Order

11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR, Subtitle B, chapter 60): The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Contractor will ensure that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. The Contractor will take affirmative action to ensure that applicants are employed and the employees are treated during employment, without regard to their race color, religion, sex, or national origin. Such actions will include, but are not limited to, the following: employment, up-grading, demotion, or transfer; recruitment or recruitment advertising; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor will post in a conspicuous place, available to employees and applicants for employment, notices to be provided by MHA setting forth the provisions of this non-discriminating clause.

41.2 Copeland “Anti-Kickback” Act (18 U.S.C. 874): Contractor will comply with the

Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3, “Contractors and Subcontractors on Public Building or Public Work

Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient will be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. MHA will report all suspected or reported violations to the U.S. Department of Housing and Urban Development, (HUD).

41.3 Davis-Bacon Act, as amended (40 U.S.C. sections 3141-3148): When required by

Federal program legislation, all construction contracts awarded by MHA of more than

$2000 will comply with the Davis-Bacon Act (40 U.S.C. sections 3141-3148) and as supplemented by Department of Labor regulations (29 CFR part 5, “Labor Standards Provisions

Applicable to Contracts Governing Federally Financed and Assisted Construction”). Under the

Davis-Bacon Act, Contractor will be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of

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Labor. In addition, Contractor will be required to pay wages not less than once a week. MHA will report all suspected or reported violations to HUD.

41.4 Contract Work Hours and Safety Standards Act (40 U.S.C. sections 3701-3708):

Where applicable, in a contract awarded by MHA in excess of $2000 for construction contracts and in excess of $2500 for other contracts that involve the employment of mechanics or laborers

Contractor will comply with Sections 102 and 107 of the Contract Work Hours and Safety

Standards Act (40 U.S.C. sections 3701-3708), as supplemented by Department of Labor regulations (29 CFR part 5). Under Section 102 of the Contract Work Hours and Safety

Standards Act, each Contractor will be required to compute the wages of every mechanic and laborer on the basis of a standard workweek of 40 hours. Work in excess of the standard workweek is permissible provided that the worker is compensated at a rate of not less than 1 1/2 times the basic rate of pay for all hours worked in excess of 40 hours in the workweek. Section

107 of the Contract Work Hours and Safety Standards Act is applicable to construction work and provides that no laborer or mechanic will be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

41.5 Rights to Inventions Made Under a Contract or Agreement: Contracts or agreements for the performance of experimental, developmental, or research work…