8.1 - Attachment G-1 (HUD-5370-C1).pdf

U.S. Department of Housing and UrbanDev elopment Office of Public and Indian Housing Office of Labor Relations OMB Approval No. 2577-0157 (exp. 11/30/2023)

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

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, gathering and maintaining the data needed, and completing and reviewing the collection of information. HUD may not conduct or sponsor, and an applicant is not required to respond to a collection of information unless it displays a currently valid OMB control number.

Applicability. This form HUD-5370-C has 2 Sections. These proposal submitted before final payment of the contract.

Sections must be inserted into non-construction contracts as (d) Failure to agree to any adjustment shall be a dispute under described below: clause Disputes, herein. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.1) Non-construction contracts (without maintenance) greater than $150,000 - use Section I;

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

3) Maintenance contracts (including nonroutine maintenance), greater than $150,000 – use Sections I and II.

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

1. Definitions

The following definitions are applicable to this contract:

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

Housing Authority.

(b) "Contract" means the contract entered into between the

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

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

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

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

2. Changes

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

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

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

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

3. Termination for Convenience and Default

(a) The HA may terminate this contract in whole, or from time to time in part, for the HA's convenience or the failure of the Contractor to fulfill the contract obligations (default). The HA shall terminate by delivering to the Contractor a written Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall: (i) immediately discontinue all services affected (unless the notice directs otherwise); and (ii) deliver to the HA all information, reports, papers, and other materials accumulated or generated in performing this contract, whether completed or in process.

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

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

(i) require the Contractor to deliver to it, in the manner and to the extent directed by the HA, any work as described in subparagraph (a)(ii) above, and compensation be determined in accordance with the Changes clause, paragraph 2, above; (ii) take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable for any additional cost incurred by the HA; (iii) withhold any payments to the Contractor, for the purpose of off-set or partial payment, as the case may be, of amounts owed to the HA by the Contractor.

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

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

4. Examination and Retention of Contractor's Records

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

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(b) The Contractor agrees to include in first-tier subcontracts under this contract a clause substantially the same as A breach of these Contract clauses may be grounds for paragraph (a) above. "Subcontract," as used in this clause, termination of the Contract and for debarment or denial of excludes purchase orders not exceeding $10,000. participation in HUD programs as a Contractor and a

(c) The periods of access and examination in paragraphs (a) subcontractor as provided in 24 CFR Part 24.

and (b) above for records relating to:

(i) appeals under the clause titled Disputes; 9. Assignment of Contract

(ii) litigation or settlement of claims arising from the performance of this contract; or, The Contractor shall not assign or transfer any interest in this

(iii) costs and expenses of this contract to which the HA, contract; except that claims for monies due or to become due HUD, or Comptroller General or any of their duly from the HA under the contract may be assigned to a bank, authorized representatives has taken exception shall trust company, or other financial institution. If the Contractor is continue until disposition of such appeals, litigation, a partnership, this contract shall inure to the benefit of the claims, or exceptions. surviving or remaining member(s) of such partnership approved by the HA.

5. Rights in Data (Ownership and Proprietary Interest)

10. Certificate and Release The HA shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all Prior to final payment under this contract, or prior to settlement information, materials and documents discovered or produced upon termination of this contract, and as a condition precedent by Contractor pursuant to the terms of this Contract, including thereto, the Contractor shall execute and deliver to the HA a but not limited to reports, memoranda or letters concerning the certificate and release, in a form acceptable to the HA, of all research and reporting tasks of this Contract. claims against the HA by the Contractor under and by virtue of this contract, other than such claims, if any, as may be

6. Energy Efficiency specifically excepted by the Contractor in stated amounts set forth therein.

The contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the 11. Organizational Conflicts of Interest energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163) for the State in (a) The Contractor warrants that to the best of its knowledge which the work under this contract is performed. and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined

7. Disputes as a situation in which the nature of work under this contract and a contractor's organizational, financial,

(a) All disputes arising under or relating to this contract, except contractual or other interests are such that:

for disputes arising under clauses contained in Section III, (i) Award of the contract may result in an unfair Labor Standards Provisions, including any claims for competitive advantage; or damages for the alleged breach there of which are not (ii) The Contractor's objectivity in performing the contract disposed of by agreement, shall be resolved under this work may be impaired.

clause. (b) The Contractor agrees that if after award it discovers an

(b) All claims by the Contractor shall be made in writing and organizational conflict of interest with respect to this contract submitted to the HA. A claim by the HA against the or any task/delivery order under the contract, he or she shall Contractor shall be subject to a written decision by the HA. make an immediate and full disclosure in writing to the

(c) The HA shall, with reasonable promptness, but in no event Contracting Officer which shall include a description of the in no more than 60 days, render a decision concerning any action which the Contractor has taken or intends to take to claim hereunder. Unless the Contractor, within 30 days after eliminate or neutralize the conflict. The HA may, however, receipt of the HA's decision, shall notify the HA in writing terminate the contract or task/delivery order for the that it takes exception to such decision, the decision convenience of the HA if it would be in the best interest shall be final and conclusive. of the HA.

(d) Provided the Contractor has (i) given the notice within the (c) In the event the Contractor was aware of an organizational time stated in paragraph (c) above, and (ii) excepted its conflict of interest before the award of this contract and claim relating to such decision from the final release, and (iii) intentionally did not disclose the conflict to the Contracting brought suit against the HA not later than one year after Officer, the HA may terminate the contract for default.

receipt of final payment, or if final payment has not been (d) The terms of this clause shall be included in all made, not later than one year after the Contractor has had a subcontracts and consulting agreements wherein the work reasonable time to respond to a written request by the HA to be performed is similar to the service provided by the that it submit a final voucher and release, whichever is prime Contractor. The Contractor shall include in such earlier, then the HA's decision shall not be final or subcontracts and consulting agreements any necessary conclusive, but the dispute shall be determined on the provisions to eliminate or neutralize conflicts of interest.

merits by a court of competent jurisdiction.

(e) The Contractor shall proceed diligently with performance of 12. Inspection and Acceptance this contract, pending final resolution of any request for

(a) The HA has the right to review, require correction, ifrelief, claim, appeal, or action arising under the contract, necessary, and accept the work products produced by theand comply with any decision of the HA.

Contractor. Such review(s) shall be carried out within 30

8. Contract Termination; Debarment 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 accepted as submitted if "Local government" means a unit of government in a State the HA does not issue written comments and/or required and, if chartered, established, or otherwise recognized by a corrections within 30 days from the date of receipt of such State for the performance of a governmental duty, including a product from the Contractor. local public authority, a special district, an intrastate district, a

(b) The Contractor shall make any required corrections council of governments, a sponsor group representative promptly at no additional charge and return a revised copy organization, and any other instrumentality of a local of the product to the HA within 7 days of notification or a government.

later date if extended by the HA. "Officer or employee of an agency" includes the following

(c) Failure by the Contractor to proceed with reasonable individuals who are employed by an agency:

promptness to make necessary corrections shall be a (i) An individual who is appointed to a position in the default. If the Contractor's submission of corrected work Government under title 5, U.S.C., including a position remains unacceptable, the HA may terminate this contract under a temporary appointment;

(or the task order involved) or reduce the contract price or (ii) A member of the uniformed services as defined in cost to reflect the reduced value of services received. section 202, title 18, U.S.C.;

(iii) A special Government employee as defined in section

13. Interest of Members of Congress 202, title 18, U.S.C.; and,

(iv) An individual who is a member of a Federal advisory No member of or delegate to the Congress of the United States committee, as defined by the Federal Advisory of America or Resident Commissioner shall be admitted to any Committee Act, title 5, appendix 2.

share or part of this contract or to any benefit to arise there from, “Person" means an individual, corporation, company, but this provision shall not be construed to extend to this association, authority, firm, partnership, society, State, and local contract if made with a corporation for its general benefit. government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe, tribal

14. Interest of Members, Officers, or Employees and Former organization, or other Indian organization with respect to

Members, Officers, or Employees expenditures specifically permitted by other Federal law.

"Recipient" includes all contractors, subcontractors at any

No member, officer, or employee of the HA, no member of the tier, and subgrantees at any tier of the recipient of funds received governing body of the locality in which the project is situated, no in connection with a Federal contract, grant, loan, or cooperative member of the governing body in which the HA was activated, agreement. The term excludes an Indian tribe, tribal organization, and no other pubic official of such locality or localities who or any other Indian organization with respect to exercises any functions or responsibilities with respect to the expenditures specifically permitted by other Federal law.

project, shall, during his or her tenure, or for one year "Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federalthereafter, have any interest, direct or indirect, in this contract or the proceeds thereof. contract, grant, loan, or cooperative agreement, an officer or employee who is employed by such person for at least 130

15. Limitation on Payments to Influence Certain Federal working days within one year immediately preceding the date of

Transactions the submission that initiates agency consideration of such person for receipt of such contract, grant, loan, or cooperative

(a) Definitions. As used in this clause: agreement. An officer or employee who is employed by such "Agency", as defined in 5 U.S.C. 552(f), includes Federal person for less than 130 working days within one year executive departments and agencies as well as independent immediately preceding the date of submission that initiates regulatory commissions and Government corporations, as agency consideration of such person shall be considered to be defined in 31 U.S.C. 9101(1). regularly employed as soon as he or she is employed by such

"Covered Federal Action" means any of the following person for 130 working days.

Federal actions: "State" means a State of the United States, the District of

(i) The awarding of any Federal contract; Columbia, the Commonwealth of Puerto Rico, a territory or

(ii) The making of any Federal grant; possession of the United States, an agency or instrumentality of

(iii) The making of any Federal loan; a State, and a multi-State, regional, or interstate entity having

(iv) The entering into of any cooperative agreement; and, governmental duties and powers.

(v) The extension, continuation, renewal, amendment, or (b) Prohibition.

modification of any Federal contract, grant, loan, or (i) Section 1352 of title 31, U.S.C. provides in part that no cooperative agreement. appropriated funds may be expended by the recipient

Covered Federal action does not include receiving from an of a Federal contract, grant, loan, or cooperative agency a commitment providing for the United States to insure agreement to pay any person for influencing or or guarantee a loan. attempting to influence an officer or employee of any

"Indian tribe" and "tribal organization" have the meaning agency, a Member of Congress, an officer or provided in section 4 of the Indian Self-Determination and employee of Congress, or an employee of a Member Education Assistance Act (25 U.S.C. 450B). Alaskan Natives of Congress in connection with any of the following are included under the definitions of Indian tribes in that Act. covered Federal actions: the awarding of any Federal

"Influencing or attempting to influence" means making, with contract, the making of any Federal grant, the making the intent to influence, any communication to or appearance of any Federal loan, the entering into of any before an officer or employee of any agency, a Member of cooperative agreement, and the extension, Congress, an officer or employee of Congress, or an employee continuation, renewal, amendment, or modification of of a Member of Congress in connection with any covered any Federal contract, grant, loan, or cooperative Federal action. agreement.

(ii) The prohibition does not apply as follows:

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(1) Agency and legislative liaison by Own person requesting or receiving a Employees. covered Federal action or an extension,

(a) The prohibition on the use of appropriated continuation, renewal, amendment, or funds, in paragraph (i) of this section, does not modification of a covered Federal action apply in the case of a payment of reasonable if the payment is for professional or compensation made to an officer or employee of technical services rendered directly in a person requesting or receiving a Federal the preparation, submission, or contract, grant, loan, or cooperative agreement, if negotiation of any bid, proposal, or the payment is for agency and legislative application for that Federal action or for activities not directly related to a covered Federal meeting requirements imposed by or action. pursuant to law as a condition for

(b) For purposes of paragraph (b)(i)(1)(a) of receiving that Federal action. Persons this clause, providing any information specifically other than officers or employees of a requested by an agency or Congress is permitted person requesting or receiving a at any time. covered Federal action include

(c) The following agency and legislative liaison consultants and trade associations.

activities are permitted at any time only where (b) For purposes of subdivision (b)(ii)(2)(a) of they are not related to a specific solicitation for clause, "professional and technical services" any covered Federal action: shall be limited to advice and analysis

(1) Discussing with an agency (including directly applying any professional or individual demonstrations) the qualities and technical discipline.

characteristics of the person's products or (c) Requirements imposed by or pursuant to law services, conditions or terms of sale, and service as a condition for receiving a covered capabilities; and, Federal award include those required by law

(2) Technical discussions and other or regulation, or reasonably expected to be activities regarding the application or adaptation required by law or regulation, and any other of the person's products or services for an requirements in the actual award agency's use. documents.

(d) The following agency and legislative liaison (d) Only those services expressly authorized by activities are permitted where they are prior to subdivisions (b)(ii)(2)(a)(i) and (ii) of this formal solicitation of any covered Federal action: section are permitted under this clause.

(1) Providing any information not (iii) Selling activities by independent sales specifically requested but necessary for an representatives.

agency to make an informed decision about (c) The prohibition on the use of appropriated funds, in initiation of a covered Federal action; subparagraph (b)(i) of this clause, does not apply to the

(2) Technical discussions regarding the following selling activities before an agency by independent preparation of an unsolicited proposal prior to its sales representatives, provided such activities are prior to official submission; and formal solicitation by an agency and are specifically limited

(3) Capability presentations by persons to the merits of the matter:

seeking awards from an agency pursuant to the (i) Discussing with an agency (including individual provisions of the Small Business Act, as demonstration) the qualities and characteristics of the amended by Public Law 95-507 and other person's products or services, conditions or terms of subsequent amendments. sale, and service capabilities; and

(e) Only those activities expressly authorized (ii) Technical discussions and other activities regarding by subdivision (b)(ii)(1)(a) of this clause are the application or adaptation of the person's products permitted under this clause. or services for an agency's use.

(2) Professional and technical services. (d) Agreement. In accepting any contract, grant, cooperative

(a) The prohibition on the use of appropriated agreement, or loan resulting from this solicitation, the funds, in subparagraph (b)(i) of this clause, person submitting the offer agrees not to make any does not apply in the case of- payment prohibited by this clause.

(i) A payment of reasonable compensation (e) Penalties. Any person who makes an expenditure made to an officer or employee of a prohibited under paragraph (b) of this clause shall be person requesting or receiving a subject to civil penalties as provided for by 31 U.S.C. 1352.

covered Federal action or an extension, An imposition of a civil penalty does not prevent the continuation, renewal, amendment, or Government from seeking any other remedy that may be modification of a covered Federal applicable.

action, if payment is for professional or (f) Cost Allowability. Nothing in this clause is to be interpreted technical services rendered directly in to make allowable or reasonable any costs which would be the preparation, submission, or unallowable or unreasonable in accordance with Part 31 of negotiation of any bid, proposal, or the Federal Acquisition Regulation (FAR), or OMB application for that Federal action or for Circulars dealing with cost allowability for recipients of meeting requirements imposed by or assistance agreements. Conversely, costs made pursuant to law as a condition for specifically unallowable by the requirements in this clause receiving that Federal action. will not be made allowable under any of the provisions of

(ii) Any reasonable payment to a person, FAR Part 31 or the relevant OMB Circulars.

other than an officer or employee of a

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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 appli 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 clude, 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 tion 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 solicitations or advertisement s for employees placed by or on behalf of the [contractor/seller], state that all qualified applicants will receive consideration for employ ment 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 oth er 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 employment.

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

f)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)In the event of the [contractor/seller]’s noncompliance with the nondiscrimination clauses of this contract or with any of such rule s, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the [contractor/seller] may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies in voked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as other wise provided by law.

(g)In the event of the [contractor/seller]’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, termin ated or suspended in whole or in part and the [contractor/seller] may be declared ineligible for further Government contracts in acc ordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(h) The [contractor/seller] will include the provisions of paragraphs

(a) through (h) in every subcontract or purchase order unless exe mpted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each sub[contractor/seller] or vendor. The [contractor/seller] will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance:

Provided, however, that in the event the [contractor/seller] becomes involved in, or is threatened with, litigation with a sub contractor or vendor as a result of such direction, the [contractor/ seller] may request the United States to enter into such litigation to protect the interests of the United States.

17. Equal Opportunity for Workers with Disabilities

1.The [contractor/seller] will not discriminate against any e mployee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applican t for employment is qualified. The [contractor/seller] agrees to take aff irmative action to employ and advance in employment individuals wit h disabilities, and to treat qualified individuals without discrimination o n the basis of their physical or mental disability in all employment pra ctices, including the following:

i.Recruitment, advertising, and job application procedures; ii.Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff, termination, right of return from layoff and rehiring; iii.Rates of pay or any other form of compensation and chan ges in compensation; iv.Job assignments, job classifications, organizational struct ures, position descriptions, lines of progression, and seniority lists; v.Leaves of absence, sick leave, or any other leave; vi.Fringe benefits available by virtue of employment, whether or not administered by the [contractor/seller]; vii.Selection and financial support for training, including app renticeship, professional meetings, conferences, and other related activities, and selection for leaves of absence to pursue training; viii.Activities sponsored by the [contractor/seller] including social or recreational programs; and ix.Any other term, condition, or privilege of employment.

2.The [contractor/seller] agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the act.

3.In the event of the [contractor/seller] noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the act.

4.The [contractor/seller] agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Director, Office of Federal Contract Compliance Programs, provided by or through the contracting officer.

Such notices shall state the rights of applicants and employees as well as the [contractor/seller] 's obligation under the law to take affirmative action to employ and advance in employment qualified employees and applicants with disabilities.

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The [contractor/seller] must ensure that applicants or employees with disabilities are provided the notice in a form that is accessible and understandable to the individual applicant or employee (e.g., providing Braille or large print versions of the notice, or posting a copy of the notice at a lower height for easy viewing by a person using a wheelchair). With respect to employees who do not work at a physical location of the [contractor/seller] , a [contractor/seller] will satisfy its posting obligations by posting such notices in an electronic format, provided that the [contractor/seller] provides computers, or access to computers, that can access the electronic posting to such employees, or the [contractor/seller] has actual know ledge that such employees otherwise are able to access the electro nically posted notices. Electronic notices for employees must be post ed in a conspicuous location and format on the company's intranet or sent by electronic mail to employees. An electronic posting must be used by the [contractor/seller] to notify job applicants of their rights if the [contractor/seller] utilizes an electronic application process. Such electronic applicant notice must be conspicuously stored with, or as part of, the electronic application.

5.The [contractor/seller] will notify each labor organization or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the [contractor/ seller] is bound by the terms of section 503 of the Rehabilitation Act of 1973, as amended, and is committed to take affirmative action to employ and advance in employment, and shall not discriminate against, individuals with physical or mental disabilities.

6.The [contractor/seller] will include the provisions of this clause in every subcontract or purchase order in excess of $ 10,000, unless exempted by the rules, regulations, or orders of the Secretary issued pursuant to section 503 of the act, as amended, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Director, Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncompliance.

7.The [contractor/seller] must, in all solicitations or advertisements for employees placed by or on behalf of the [contractor/seller], state that all qualified applicants will receive consideration for employment and will not be discriminated against on the basis of disability.

18. Dissemination or Disclosure of Information

No information or material shall be disseminated or disclosed to the general public, the news media, or any person or organization without prior express written approval by the HA.

19. Contractor's Status

It is understood that the Contractor is an independent contractor and is not to be considered an employee of the HA, or assume any right, privilege or duties of an employee, and shall save harmless the HA and its employees from claims suits, actions and costs of every description resulting from the Contractor's activities on behalf of the HA in connection with this Agreement.

20. Other Contractors

HA may undertake or award other contracts for additional work at or near the site(s) of the work under this contract. The contractor shall fully cooperate with the other contractors and with HA and HUD employees and shall carefully adapt scheduling and performing the work under this contract to accommodate the additional work, heeding any direction that may be provided by the Contracting Officer. The contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or HA employee.

21. Liens

The Contractor is prohibited from placing a lien on HA's property. This prohibition shall apply to all subcontractors.

22. Training and Employment Opportunities for Residents in the Project Area (Section 3, HUD Act of 1968;

24 CFR 135)

(a) The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

(b) The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations.

(c) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin.

(d) The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.

(e) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts

(f) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.

22. Procurement of Recovered Materials

(a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Contractor shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of

Section I - Page 6 of 7 form HUD-5370-C (01/2014) recovered materials practicable consistent with maintaining a satisfactory level of competition. The Contractor shall procure items designated in the EPA guidelines that contain the highest percentage of recovered materials practicable unless the Contractor determines that such items: (1) are not reasonably available in a reasonable period of time; (2) fail to meet reasonable performance standards, which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price.

(b) Paragraph (a) of this clause shall apply to items purchased under this contract where: (1) the Contractor purchases in excess of $10,000 of the item under this contract; or (2) during the preceding Federal fiscal year, the Contractor: (i) purchased any amount of the items for use under a contract that was funded with Federal appropriations and was with a Federal agency or a State agency or agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and outside that contract

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