Addendum 1.pdf

Rev. 07/28/2016-Addendum 1.doc

Finance Department David P. Schmiedicke, Finance Director City-County Building, Room 406 Purchasing Services 210 Martin Luther King, Jr. Boulevard Madison, Wisconsin 53703 Phone: (608) 266-4521 Fax: (608) 266-5948 finance@cityofmadison.com www.cityofmadison.com/finance/purchasing

DATE: September 26, 2025

RE: ADDENDUM 1

14055-0-2025-TJ

Tenant Relocaton Services

Notice to All Bidders:

Please see attached sample contract referenced in Section 8.3 of RFP 14055-0-2025-TJ.

Please note: There will be another addendum posted on 10/3/2025 with answers to all questions received.

Bidders must acknowledge receipt of this addendum accordingly on Section 6 of the RFP, Proposal Checklist.

Please direct any other questions to the Purchasing contact person below.

Tammy Jones City of Madison Purchasing Services tjones@cityofmadison.com mailto:finance@cityofmadison.com http://www.cityofmadison.com/finance/purchasing

CDA - INSTRUCTIONS FOR CONTRACTOR

DO NOT ATTACH TO CONTRACT

Your contract MUST include the following information, or it will not be signed by CDA.

Check one box at top of Page 1 for the type of business entity.

Sections 3 & 4 will be completed by the CDA and should be complete before you sign.

Put a name in Sec. 7.A. – person responsible for day-to day administration of the contract.

Affirmative Action: Check the appropriate box in Sec. 13.B., Article IV and complete the appropriate online form for the box you have checked:

All contractors:

Access the online forms for Affirmative Action compliance at this link: www.cityofmadison.com/civil-rights/contract-compliance/vendors-suppliers/forms. If you do not already have an approved, current Affirmative Action Plan on file with the City of Madison, read the “Instructions for Completing City of Madison Affirmative Action Plan” at the above link. This will direct you to register for an account. If you already have an account you may click on the link for “Affirmative Action Plan for Vendors and Suppliers” to proceed. If you have never filed a plan or request for exemption, you must create an account in our online system. If you are exempt under Article IV, Sections C or D you will still need to create an account and go through some steps to confirm your exemption. Register for an account here: https://elam.cityofmadison.com/citizenaccess.

Affirmative Action Questions? Contact Dept. of Civil Rights, Contract Compliance: (608) 266-4910.

Complete Sec. 15 – Official Notices. This is the name/job title/address of the person at your organization to receive legal notices under the contract.

Signature line. A person with authority to bind the organization should sign, date, and print name and job title where shown on the signature page. Contractor signs first, City signs last.

Print, sign and return three (3) complete, signed hard copies to the address for the CDA in Sec. 15 (Notices) unless otherwise instructed. Under some circumstances, CDA will accept a scanned PDF signature.

− Make sure all exhibits/attachments are labeled and attached after the signature page, unless otherwise instructed.

− Double-sided is OK, but all attachments should begin on a new page.

− City will sign last, and will send you one hard copy with original signatures unless otherwise agreed.

Enclose CERTIFICATE OF INSURANCE (C.O.I.) showing proof of insurance required by Sec. 27.

Insurance Instructions:

Certificate Holder: City of Madison Community Development Authority

Attn: Risk Manager 210 Martin Luther King Jr. Blvd. Room 406 Madison, WI 53703

Proof of all insurance required in the contract must be shown on the certificate.

Send C.O.I. with your signed contract or email a scanned copy to City Risk Manager Eric Veum at:

eveum@cityofmadison.com. Call Eric Veum at (608) 266-5965 with insurance questions.

Failure to complete these steps will result in contract not being signed.

http://www.cityofmadison.com/civil-rights/contract-compliance/vendors-suppliers/forms http://www.cityofmadison.com/civil-rights/contract-compliance/vendors-suppliers/forms https://elam.cityofmadison.com/citizenaccess/ mailto:eveum@cityofmadison.com

SAMPLE- CONTRACT FOR PURCHASE OF SERVICES

Community Development Authority of the City of Madison

(Non-Maintenance Services over $100,000- Custom)

1. PARTIES.

This is a Contract between the Community Development Authority of the City of Madison, a Wisconsin housing and community development authority authorized by Wis. Stat. sec. 66.1335, hereafter referred to as “CDA” and VENDOR NAME hereafter referred to as “Contractor.”

The Contractor is a:

Corporation Limited Liability Company General Partnership

LLP

Sole Proprietor Unincorporated Association Other:

2. PURPOSE.

The purpose of this Contract is as set forth in Section 3.

3. SCOPE OF WORK AND SCHEDULE OF PAYMENTS.

Contractor will perform the following work and be paid according to the following schedule(s) or attachment(s):

Attachment A: Form HUD 5370-C General Conditions for Non-Construction Contracts (Section I- Clauses for All Non- Construction Contracts greater than $250,000)

Attachment B: RFP 14055-0-2025-TJ (Section 5.1 Scope of Work)

Attachment C: Form A: Price Proposal and Signature Affidavit

Attachment D: Form A2: Cost Proposal Excel Worksheet

Order of Precedence: In the event of a conflict in terms between Attachment A and any other attachments or the Contract for Purchase of Services, Attachment A shall control.

Notice: Additional Mandatory Federal Regulations: In addition to those terms contained in Attachment A, this Contract incorporates by reference all applicable mandatory contract clauses required by Federal statutes, executive orders, and their implementing regulations, as provided in 24 CFR 85.36(i).

4. TERM AND EFFECTIVE DATE.

This Contract shall become effective upon execution by CDA, unless another effective date is specified in the Attachment(s) incorporated in Section 3, however, in no case shall work commence before execution by CDA. The term of this Contract shall be from (Insert start date) to (Insert end date).

5. ENTIRE AGREEMENT.

This Contract for Purchase of Services, including any and all attachments, exhibits and other documents referenced in Section 3 (hereafter, “Agreement” or “Contract”) is the entire Agreement of the parties and supersedes any and all oral contracts and negotiations between the parties.

6. ASSIGNABILITY/SUBCONTRACTING.

Contractor shall not assign or subcontract any interest or obligation under this Contract without CDA’s prior written approval, which is deemed given for any subcontractor listed by name in Attachment C. Except for approved subcontractors, all of the services required hereunder will be performed by Contractor and employees of Contractor.

7. DESIGNATED REPRESENTATIVE.

A. Contractor designates NAME as the Contract Agent with primary responsibility for the performance of this Contract.

In case this Contract Agent is replaced by another for any reason, the Contractor will designate another Contract Agent within seven (7) calendar days of the time the first terminates his or her employment or responsibility using the procedure set forth in Section 15, Notices.

B. In the event of the death, disability, removal or resignation of the person designated above as the Contract Agent, CDA may accept another person as the Contract Agent or may terminate this Agreement under Section 25, at its option.

8. PROSECUTION AND PROGRESS.

A. Services under this Agreement shall commence upon written order from CDA to the Contractor, which order will constitute authorization to proceed; unless another date for commencement is specified elsewhere in this Contract including documents attached in Section 3.

B. Prompt completion, delay. The Contractor shall complete the services under this Agreement within the time for completion specified in Section 3. The Contractor’s services are completed when CDA notifies the Contractor in writing that the services are complete and are acceptable, consistent with all requirements of Attachment A. The time for completion shall not be extended because of any delay attributable to the Contractor, but it may be extended by CDA in the event of a delay attributable to CDA, or in the event of unavoidable delay caused by war, insurrection, natural disaster, or other unexpected events beyond the control of the Contractor. If at any time the Contractor believes that the time for completion of the work should be extended because of unavoidable delay caused by an unexpected event, or because of a delay attributable to CDA, the Contractor shall notify CDA as soon as possible, but no later than seven (7) calendar days after such event. Such notice shall include any justification for an extension of time and shall identify the amount of time claimed to be necessary to complete the work.

C. Services by the Contractor shall proceed continuously and expeditiously through completion of each phase of the work.

D. Progress reports documenting the extent of completed work shall be prepared by the Contractor and submitted to CDA with each invoice under Section 24 of this Agreement, and at such other times as CDA may specify, unless another procedure is specified in Section 3.

E. The Contractor shall notify CDA in writing when the Contractor has determined that the work under this Contract have been completed. When CDA determines that the work is complete and acceptable, CDA will provide written notification to the Contractor, acknowledging formal acceptance of the completed work.

9. AMENDMENT.

This Contract shall be binding on the parties hereto, their respective heirs, devisees, and successors, and cannot be varied or waived by any oral representations or promise of any agent or other person of the parties hereto. Any change in any provision of this Contract may only be made by a written amendment, signed by the duly authorized agent or agents who executed this Contract, except for Contract Modifications made according to the procedure in Attachment A, section 2, Changes.

10. EXTRA SERVICES.

CDA may require the Contractor to perform extra services or decreased services, according to the procedure set forth in Section 24. Extra services or decreased services means services which are not different in kind or nature from the services called for in the Scope of Services, Section 3, but which may increase or decrease the quantity and kind of labor or materials or expense of performing the services. Extra services may not increase the total Contract price, as set forth in Section 23, unless the Contract is amended, modified or changed as provided in Section 9 above or unless another procedure for such change is set forth elsewhere in this Contract, and any such procedure shall be consistent with Attachment A, section 2, Changes.

11. NO WAIVER.

No failure to exercise, and no delay in exercising, any right, power or remedy hereunder on the part of CDA or Contractor shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No express waiver shall affect any event of default other than the event or default specified in such waiver, and any such waiver, to be effective, must be in writing and shall be operative only for the time and to the extent expressly provided by CDA or Contractor therein. A waiver of any covenant, term or condition herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition.

12. NON-DISCRIMINATION.

In the performance of work under this Contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of race, religion, marital status, age, color, sex, handicap, national origin or ancestry, income level or source of income, arrest record or conviction record, less than honorable discharge, physical appearance, sexual orientation, gender identity, political beliefs or student status. Contractor further agrees not to discriminate against and subcontractor or person who offers to subcontract on this Contract because of race, religion, color, age, disability, sex, sexual orientation, gender identity or national origin.

13. AFFIRMATIVE ACTION. CDA has adopted the Affirmative Action requirements of the City of Madison, found in section

39.02 of the Madison General Ordinances.

A. The following language applies to all contractors employing fifteen (15) or more employees (MGO 39.02(9)(c):

The Contractor agrees that, within thirty (30) days after the effective date of this Contract, Contractor will provide to the City of Madison Department of Civil Rights (the “Department”), certain workforce utilization statistics, using a form provided by the Department.

If the Contract is still in effect, or if CDA enters into a new contract with the Contractor, within one year after the date on which the form was required to be provided, the Contractor will provide updated workforce information using a second form, also to be furnished by the Department. The second form will be submitted to the Department no later than one year after the date on which the first form was required to be provided.

The Contractor further agrees that, for at least twelve (12) months after the effective date of this Contract, it will notify the Department of each of its job openings at facilities in Dane County for which applicants not already employees of the Contractor are to be considered. The notice will include a job description, classification, qualifications, and application procedures and deadlines, and shall be provided to the Department by the opening date of advertisement and with sufficient time for the Department to notify candidates and make a timely referral. The Contractor agrees to interview and consider candidates referred by the Department, or an organization designated by the Department, if the candidate meets the minimum qualification standards established by the Contractor, and if the referral is timely. A referral is timely if it is received by the Contractor on or before the date stated in the notice.

The Department will determine if a contractor is exempt from Sec. 13. A., at the time the Request for Exemption in 13.B. is made.

B. Articles of Agreement, Request for Exemption, and Release of Payment:

The “ARTICLES OF AGREEMENT” beginning on the following page, apply to all contractors, unless determined to be exempt under the following table and procedures:

NUMBER OF EMPLOYEES LESS THAN $50,000

Aggregate Annual Business With CDA or the City*

$50,000 OR MORE

Aggregate Annual Business

With CDA or the City* 14 or less Exempt** Exempt**

15 or fewer Exempt** Not Exempt

*As determined by the Finance Director **As determined by the Department of Civil Rights

(1) Exempt Status: In this section, “Exempt” means the Contractor is exempt from the Articles of

Agreement in section 13.B.(5) of this Contract and from filing an Affirmative Action plan as required by Section IV of the Articles of Agreement. The Department of Civil Rights (“Department”) makes the final determination as to whether a contractor is exempt. If the Contractor is not exempt, sec.

13.B.(5) shall apply and Contractor shall select option A. or B. under Article IV therein and file an Affirmative Action Plan.

(2) Request for Exemption – Fewer Than 15 Employees: (MGO 39.02(9)(a)2.) Contractors who believe they are exempt based on number of employees shall submit a Request for Exemption on a form provided by the Department within thirty (30) days of the effective date of this Contract.

(3) Exemption – Annual Aggregate Business: (MGO 39.02(9)(a)c.): The Department will determine, at the time this Contract is presented for signature, if the Contractor is exempt because it will have less than $50,000 in annual aggregate business with the CDA or the City in the calendar year.

CONTRACTORS WITH 15 OR MORE EMPLOYEES WILL LOSE THIS EXEMPTION AND

BECOME SUBJECT TO SEC. 13.B.(5) UPON REACHING $50,000 OR MORE ANNUAL

AGGREGATE BUSINESS WITH THE CDA OR THE CITY WITHIN THE CALENDAR YEAR.

(4) Release of Payment: (MGO 39.02(9)(e)1.b.) All non-exempt contractors must have an approved

Affirmative Action plan meeting the requirements of Article IV below on file with the Department within thirty (30) days of the effective date of this Contract and prior to release of payment.

Contractors that are exempt based on number of employees agree to file a Request for Exemption with the Department within thirty (30) days of the effective date and prior to release of payment by the City.

(5) Articles of Agreement

ARTICLE I

The Contractor shall take affirmative action in accordance with the provisions of this Contract to insure that applicants are employed, and that employees are treated during employment without regard to race, religion, color, age, marital status, disability, sex, sexual orientation, gender identity or national origin and that the employer shall provide harassment-free work environment for the realization of the potential of each employee. Such action shall include, 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 selection for training including apprenticeship insofar as it is within the control of the Contractor. The Contractor agrees to post in conspicuous places available to employees and applicants notices to be provided by the City setting out the provisions of the nondiscrimination clauses in this Contract.

ARTICLE II

The Contractor shall in all solicitations or advertisements for employees placed by or on behalf of the Contractors state that all qualified or qualifiable applicants will be employed without regard to race, religion, color, age, marital status, disability, sex, sexual orientation, gender identity or national origin.

ARTICLE III

The Contractor shall send to each labor union or representative of workers with which it has a collective bargaining Agreement or other Contract or understanding a notice to be provided by the City advising the labor union or workers representative of the Contractor's equal employment opportunity and affirmative action commitments. Such notices shall be posted in conspicuous places available to employees and applicants for employment.

ARTICLE IV

The Contractor agrees that it will comply with all provisions of the Affirmative Action Ordinance of the City of Madison (MGO 39.02) including the Contract compliance requirements. The Contractor warrants and certifies that one of the following paragraphs is true (check one):

A. Contractor has prepared and has on file an affirmative action plan that meets the format requirements of Federal Revised Order No, 4, 41 CFR part 60-2, as established by 43 FR 51400 November 3, 1978, including appendices required by City of Madison ordinances or it has prepared and has on file a model affirmative action plan approved by the Madison Common Council.

B. Within thirty (30) days after the effective date of this Contract, Contractor will complete an affirmative action plan that meets the format requirements of Federal Revised Order No. 4, 41 CFR Part 60-2, as established by 43 FR 51400, November 3, 1978, including appendices required by City of Madison ordinance or within thirty (30) days after the effective date of this Contract, it will complete a model affirmative action plan approved by the Madison Common Council.

C. Contractor believes it is exempt from filing an affirmative action plan because it has fewer than fifteen (15) employees and has filed, or will file within thirty (30) days after the effective date of this Contract, a form required by the City to confirm exempt status based on number of employees. If the City determines that Contractor is not exempt, the Articles of Agreement will apply.

D. Contractor believes it is exempt from filing an affirmative action plan because its annual aggregate business with the City for the calendar year in which the contract takes effect is less than twenty-five thousand dollars ($25,000), or for another reason listed in MGO 39.02(9)(a)2. If the City determines that Contractor is not exempt, the Articles of Agreement will apply.

ARTICLE V

(This Article applies only to public works contracts.)

The Contractor agrees that it will comply with all provisions of the Affirmative Action Ordinance of the City of Madison, including the Contract compliance requirements. The Contractor agrees to submit the model affirmative action plan for public works Contractors in a form approved by the Director of Affirmative Action.

ARTICLE VI

The Contractor will maintain records as required by Section 39.02(9)(f) of the Madison General Ordinances and will provide the City's Department of Affirmative Action with access to such records and to persons who have relevant and necessary information, as provided in Section 39.02(9)(f). The City agrees to keep all such records confidential, except to the extent that public inspection is required by law.

ARTICLE VII

In the event of the Contractor's or subcontractor's failure to comply with the Equal Employment Opportunity and Affirmative Action provisions of this Contract or Sections 39.03 and 39.02 of the Madison General Ordinances, it is agreed that the City at its option may do any or all of the following:

A. Cancel, terminate or suspend this Contract in whole or in part.

B. Declare the Contractor ineligible for further City contracts until the Affirmative

Action requirements are met.

C. Recover on behalf of the City from the prime Contractor 0.5 percent of the Contract award price for each week that such party fails or refuses to comply, in the nature of liquidated damages, but not to exceed a total of five percent (5%) of the

Contract price, or ten thousand dollars ($10,000), whichever is less. Under public works contracts, if a subcontractor is in noncompliance, the City may recover liquidated damages from the prime Contractor in the manner described above.

The preceding sentence shall not be construed to prohibit a prime Contractor from recovering the amount of such damage from the noncomplying subcontractor.

ARTICLE VIII

(This Article applies only to public works contracts.)

The Contractor shall include the above provisions of this Contract in every subcontract so that such provisions will be binding upon each subcontractor. The Contractor shall take such action with respect to any subcontractor as necessary to enforce such provisions, including sanctions provided for noncompliance.

ARTICLE IX

The Contractor shall allow the maximum feasible opportunity to small business enterprises to compete for any subcontracts entered into pursuant to this Contract. (In federally funded contracts the terms "DBE, MBE, and WBE" shall be substituted for the term "small business" in this Article.)

14. SEVERABILITY.

It is mutually agreed that in any case any provision of this Contract is determined by any court of law to be unconstitutional, illegal or unenforceable, it is the intention of the parties that all other provisions of this Contract remain in full force and effect.

15. NOTICES.

All notices to be given under the terms of this Contract shall be in writing and signed by the person serving the notice and shall be sent registered or certified mail, return receipt requested, postage prepaid, or hand delivered to the address of the parties listed below:

FOR CDA:

Lauren Andersen, Contracting Officer, CDA

215 Martin Luther King, Jr. Blvd. Suite 161

FOR THE CONTRACTOR:

16. STATUS OF CONTRACTOR/INDEPENDENT/TAX FILING.

It is agreed that Contractor is an independent Contractor and not an employee of CDA or the City of Madison, and that any persons who the Contractor utilizes and provides for services under this Contract are not employees of the CDA or the City of Madison.

Contractor shall provide its taxpayer identification number to the Finance Director, 210 Martin Luther King, Jr. Blvd, Room 406, Madison, WI 53703, prior to payment. The Contractor is informed that as in independent Contractor, s/he may have a responsibility to make estimated tax returns, file tax returns, and pay income taxes and make social security payments on the amounts received under this Contract and that no amounts will be withheld from payments made to this Contractor for these purposes and that payment of taxes and making social security payments are solely the responsibility and obligation of the Contractor. The Contractor is further informed that s/he may be subject to civil and/or criminal penalties if s/he fails to properly report income and pay taxes and social security taxes on the amount received under this Contract.

17. GOODWILL.

Any and all goodwill arising out of this Contract inures solely to the benefit of CDA; Contractor waives all claims to benefit of such goodwill.

18. THIRD PARTY RIGHTS.

This Contract is intended to be solely between the parties hereto. No part of this Contract shall be construed to add, supplement, amend, abridge or repeal existing rights, benefits or privileges of any third party or parties, including but not limited to employees of either of the parties.

19. AUDIT AND RETAINING OF DOCUMENTS.

A. The Contractor agrees to provide all reports requested by CDA including, but not limited to, financial statements and reports, reports and accounting of services rendered, and any other reports or documents requested. Financial and service reports shall be provided according to a schedule (when applicable) to be included in this Contract. Any other reports or documents shall be provided within five (5) working days after the Contractor receives CDA’s written requests, unless the parties agree in writing on a longer period. Payroll records and any other documents relating to the performance of services under the terms of this Contract shall be retained by the Contractor for a period of three (3) years after completion of all work under this Contract, in order to be available for audit by CDA or its designee.

B. Additional audit and record retention requirements are found in Attachment A, section 4.

20. CHOICE OF LAW AND FORUM SELECTION.

This Contract shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Wisconsin. The parties agree, for any claim or suit or other dispute relating to this Contract that cannot be mutually resolved, the venue shall be a court of competent jurisdiction within the State of Wisconsin and the parties agree to submit themselves to the jurisdiction of said court, to the exclusion of any other judicial district that may have jurisdiction over such a dispute according to any law.

21. COMPLIANCE WITH APPLICABLE LAWS.

The Contractor shall become familiar with and shall at all times comply with and observe all federal, state, and local laws, ordinances, and regulations which in any manner affect the services or conduct of the Contractor and its agents and employees.

22. CONFLICT OF INTEREST.

A. The Contractor warrants that it and its agents and employees have no public or private interest and will no acquire directly or indirectly any such interest, which would conflict in any manner with the performance of the services under this Agreement.

B. The Contractor shall not employ or Contract with any person currently employed by CDA for any services included under the provisions of this Agreement.

C. Contractor shall comply with Attachment A, paragraph 11, Organizational Conflicts of Interest.

23. COMPENSATION.

It is expressly understood and agreed that in no event will the total compensation for services under this Contract exceed the amounts set forth in Attachment D, Cost Proposal Excel Worksheet.

24. BASIS FOR PAYMENT.

A. GENERAL

1) Pricing. CDA will pay the Contractor for the completed and accepted services rendered under this Contract on the basis and at the Contract price set forth in Section 23 of this Contract. CDA will pay the Contractor for completed and approved “extra services”, if any, if such “extra services” are authorized according to the procedure established in this section. The rate of payment for “extra services” shall be the rate established in this Contract. Such payment shall be full compensation for services rendered and for all labor, material, supplies, equipment and incidentals necessary to complete the services.

2) Invoicing. The Contractor shall submit invoices to CDA monthly, in a form approved by CDA. Invoices shall include all information specified in Attachments B and C, including an itemization and supporting information for any additional fees allowed by Attachment C. CDA will pay the Contractor in accordance with the schedule set forth in the Scope of Services. The final invoice shall be submitted to CDA within three months of completion of services under this Agreement.

3) CDA will pay undisputed invoices within thirty (30) days of the invoice date.

4) Payment shall not be construed as CDA acceptance of unsatisfactory or defective services or improper materials.

5) Final payment of any balance due the Contractor will be made upon acceptance by CDA of the services and upon receipt by CDA of documents required to be returned or to be furnished by the Contractor under this Agreement, including the Certificate and Release required by Attachment A, section 10.

6) CDA has the equitable right to set off against any sum due and payable to the Contractor under this Agreement any amount CDA determines the Contractor owes CDA, whether arising under this Agreement or any other Agreement.

7) Compensation in excess of the total Contract price set forth in Attachment D will not be allowed unless authorized by under Section 9, AMENDMENT.

8) CDA will not compensate for unsatisfactory performance by the Contractor.

B. SERVICE ORDERS, EXTRA SERVICE, OR DECREASED SERVICE.

1) Requests for extra services or decreased services, rates of pay or performance time are subject to written approval of CDA and may require a formal contract amendment. The Contractor shall not receive additional compensation or time unless the extra compensation is authorized by CDA in writing.

25. DEFAULT/TERMINATION.

The following termination procedures apply to this Contract, consistent with Attachment A, section 3:

A. Default. In the event the Contractor shall default in any of the covenants, agreements, commitments, or conditions herein contained, and any such default shall continue un-remedied for a period of ten (10) days after written notice thereof to Contractor, the CDA may, at its option and in addition to all other rights and remedies which it may have at law or in equity against Contractor, including expressly the specific enforcement hereof, forthwith have the cumulative right to immediately terminate this Contract and all rights of Contractor under this Contract.

B. Termination for Convenience. Notwithstanding paragraph A., above, the CDA may in its sole discretion and without any reason terminate this Agreement at any time, consistent with Attachment A, section 3, by furnishing the Contractor with not less than ten (10) days’ written notice of termination. In the event of termination under this subsection, the CDA will follow the procedures set forth in Attachment A, section 3.

26. INDEMNIFICATION.

The Contractor shall be liable to and hereby agrees to indemnify, defend and hold harmless the Community Development Authority of the City of Madison and the City of Madison, and their officers, officials, agents, and employees (the “Indemnified Parties”) against all loss or expense (including liability costs and attorney’s fees) by reason of any claim or suit, or of liability imposed by law upon Indemnified Parties for damages because of bodily injury, including death at any time resulting therefrom, sustained by any person or persons or on account of damages to property including loss of use thereof, arising from, in connection with, caused by or resulting from the Contractor’s and/or Subcontractor’s acts or omissions in the performance of this Agreement, whether caused by or contributed to by the negligence of the Indemnified Parties.

27. INSURANCE.

The Contractor will insure, and will require each subcontractor to insure, as indicated, against the following risks to the extent stated below. The Contractor shall not commence work under this Contract, nor shall the Contractor allow any Subcontractor to commence work on its Subcontract, until the insurance required below has been obtained and corresponding certificate(s) of insurance have been approved by the City of Madison Risk Manager.

Commercial General Liability The Contractor shall procure and maintain during the life of this Contract, Commercial General Liability insurance including, but not limited to bodily injury, property damage, personal injury, and products and completed operations (unless determined to be inapplicable by the Risk Manager) in an amount not less than $1,000,000 per occurrence. This policy shall also provide contractual liability in the same amount. Contractor’s coverage shall be primary and list the CDA and the City of Madison and their officers, officials, agents, and employees as additional insureds. Contractor shall require all subcontractors under this Contract (if any) to procure and maintain insurance meeting all of the above criteria, including the additional insured requirement, and applying on a primary basis.

Automobile Liability The Contractor shall procure and maintain during the life of this Contract Business Automobile Liability insurance covering owned, non-owned and hire automobiles with limits of not less than $1,000,000 combined single limit per accident. Contractor shall require all subcontractors under this Contract (if any) to procure and maintain insurance covering each subcontractor and meeting the above criteria.

Worker’s Compensation The Contractor shall procure and maintain during the life of this Contract statutory Worker’s Compensation insurance as required by the State of Wisconsin. The Contractor shall also carry Employers Liability limits of at least $100,000 Each Accident, $100,000 Disease- Each Employee, and $500,000 Disease- Policy Limit. Contractor shall require all subcontractors under this Contract (if any) to procure and maintain such insurance, covering each subcontractor.

Acceptability of Insurers. The above-required insurance is to be placed with insurers who have an A.M. Best rating of no less than A- (A minus) and a Financial Category rating of no less than VII.

Proof of Insurance, Approval. The Contractor shall provide certificate(s) of insurance showing the type, amount, effective dates, and expiration dates of required policies prior to commencing work under this Contract. Contractor shall provide the certificate(s) to CDA’s representative upon execution of the Contract, or sooner, for approval by the City Risk Manager. If any of the policies required above expire while this Contract is still in effect, Contractor shall provide renewal certificate(s) to CDA for approval.

Certificate Holder language should be listed as follows:

Community Development Authority of the City of Madison And City of Madison ATTN: Risk Management, Room 406 210 Martin Luther King, Jr. Blvd

The Contractor shall provide copies of additional insured endorsements or insurance policies, if requested by the City Risk Manager. The Contractor and/or Insurer shall give the City thirty (30) days advance written notice of cancellation, non-renewal or material changes to any of the above-required policies during the term of this Contract.

28. OWNERSHIP OF CONTRACT PRODUCT.

All of the work product, including, but not limited to, information, documents, materials, files, reports, memoranda, letters, data, including magnetic tapes, disks of Computer-aided designs or other electronically stored data or other information (the "Documents"), which the Contractor prepares or discovers pursuant to the terms and conditions of this Contract are the sole property of the CDA. The Contractor will not publish any such materials or use them for any research or publication, other than as expressly required or permitted by this Contract, without the prior written permission of the CDA. The grant or denial of such permission shall be at the CDA's sole discretion.

The Contractor intends that the copyright to the Documents shall be owned by CDA, whether as author (as a Work Made for Hire), or by assignment from Contractor to CDA. The parties expressly agree that the Documents shall be considered a Work Made for Hire as defined by Title 17, United States Code, Section 101(2).

As further consideration for the CDA entering into this Contract, the Contractor hereby assigns to CDA all of the Contractor's rights, title, interest and ownership in the Documents, including the right to procure the copyright therein and the right to secure any renewals, reissues and extensions of any such copyright in any foreign country. The CDA shall be entitled to the sole and exclusive benefit of the Documents, including the copyright thereto, and whenever required by the CDA, the Contractor shall at no additional compensation, execute all documents of assignment of the full and exclusive benefit and copyright thereof to the CDA. Any subcontractors and other independent Contractors who prepare portions of the Documents shall be required by the Contractor to execute an assignment of ownership in favor of the CDA before commencing work.

29. (Intentionally deleted).

30. (Intentionally deleted.)

31. WEAPONS PROHIBITION

Contractor shall prohibit, and shall require its subcontractors to prohibit, its employees from carrying weapons, including concealed weapons, in the course of performance of work under this Contract, other than while at the Contractor’s or subcontractor’s own business premises. This requirement shall apply to vehicles used at any CDA work site and vehicles used to perform any work under this Contract, except vehicles that are an employee’s “own motor vehicle” pursuant to Wis. Stat.

sec. 175.60(15m).

32. IT NETWORK CONNECTION POLICY

If this Contract includes services such as software support, software maintenance, network services, and/or system development services and will require a Network Connection to the City of Madison’s City Network (as defined in the following link), the City’s Network Connection Policy found at this link:

http://www.cityofmadison.com/attorney/documents/posNetworkConnection.doc is hereby incorporated and made a part of this Contract and Contractor agrees to comply with all of its requirements.

33. AUTHORITY

Contractor represents that it has the authority to enter into this Contract. If the Contractor is not an individual, the person signing on behalf of the Contractor represents and warrants that he or she has been duly authorized to bind the Contractor and sign this Contract on the Contractor’s behalf.

34. COUNTERPARTS, ELECTRONIC SIGNATURE AND DELIVERY

This Contract may be signed in counterparts, each of which shall be taken together as a whole to comprise a single document.

Signatures on this Contract may be exchanged between the parties by facsimile, electronic scanned copy (.pdf) or similar technology and shall be as valid as original; and this Contract may be converted into electronic format and signed or given effect with one or more electronic signature(s) if the electronic signature(s) meets all requirements of Wis. Stat. ch. 137 or other applicable Wisconsin or Federal law. Executed copies or counterparts of this Contract may be delivered by facsimile or email and upon receipt will be deemed original and binding upon the parties hereto, whether or not a hard copy is also delivered.

Copies of this Contract, fully executed, shall be as valid as an original.

http://www.cityofmadison.com/attorney/documents/posNetworkConnection.doc

IN WITNESS WHEREOF, the parties hereto have set their hands at Madison, Wisconsin.

CONTRACTOR

(Type or Print Name of Contracting Entity)

By:

(Signature)

(Print Name and Title of Person Signing)

Date:

COMMUNITY DEVELOPMENT AUTHORITY OF THE CITY OF MADISON

Matthew Wachter, Executive Director, CDA

Chairperson, CDA Board (signature required only for contracts over $50,000)

Section I - Page 1 of 7 form HUD-5370-C (01/2014)

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

U.S. Department of Housing and Urban

Development Office of Public and Indian Housing

Office of Labor Relations OMB Approval No. 2577-0157 (exp. 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, gathering and maintaining the data 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 collection of information unless it displays a currently valid OMB number. This form includes those clauses required by OMB's common rule on grantee procurement, implemented at 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 Community Development Act of 1992, implemented by HUD at 24 CFR Part 75. The form is required for non-construction contracts awarded by Public Housing Agencies (PHAs). The form is used by PHAs in solicitations to provide necessary 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 the Reports Management Officer, Office of Policy Development and Research, REE, Department of Housing and Urban Development, 451 7th St SW, Room 4176, Washington, DC 20410-5000. When providing comments, please refer to OMB 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 $250,000 - use Section I;

2) Maintenance contracts (including nonroutine maintenance as defined at 24 CFR 905.100) greater than $2,000 but not more than $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 modification.

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

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

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

2. Changes

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

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

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

(d) Failure to agree to any adjustment shall be a dispute under clause Disputes, herein. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

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

3. Termination for Convenience and Default

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

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

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

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

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

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

4. Examination and Retention of Contractor's Records

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

Attachment A

Section I - Page 2 of 7 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) litigation or settlement of claims arising from the performance of this contract; or,

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

5. Rights in Data (Ownership and Proprietary Interest)

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

6. Energy Efficiency

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

7. Disputes

(a) All disputes arising under or relating to this contract, except for disputes arising under clauses contained in Section 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 submit a final voucher and release, whichever is earlier, then the HA's decision shall not be final or conclusive, but the dispute shall be determined on the merits by a court of…