MFH_Manager_Contract_2015_MISSOURI.pdf

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SECTION 1

SCHEDULE OF SERVICES AND PRICES

1.0 BACKGROUND

1.01The purpose of the Multi-Family Housing (MFH) program is to provide adequate, affordable, decent, safe, and sanitary rental units for very low-, low-, and moderate-income households in rural areas. When the Agency determines property is struggling and resources to keep it viable are not readily available, Rural Development (RD) must manage the project until all servicing options are concluded. The Agency’s objectives in managing properties include:

(1) Preserving affordable, decent, safe, and sanitary housing for tenants or potential tenants;

(2) Maintaining the value of the housing project;

(3) Protecting the Agency’s financial interests;

(4) Ensuring that the properties comply with state and local code requirements and applicable environmental regulations

(5) Administering its programs fairly and in accordance with both the letter and the spirit of all equal opportunity and fair housing legislation and applicable Executive Orders.

1.02 The authority for this contract is provided under the regulation 7 CFR 3560.102.Project management responsibilities and requirements are detailed in HB-2-3560 MFH Asset Management Handbook. This and other references are available at the USDA RD Regulations and Guidance website.

2.0 REQUIRED SERVICES

2.01Rural Development (RD) in Missouri requires management services of its Multi-Family Housing (MFH) property(ies), per HB02-3560 MFH Asset Management Handbook. The Contractor shall furnish all necessary personnel, materials, and otherwise do all things necessary to perform the required services (as identified in Section C) at the fixed price offered below.

2.1 PERIOD OF PERFORMANCE

2.1.01 This is a multiyear agreement pursuant to 41 USC 254c and performance during each year of the contract and any options exercised is contingent upon the appropriation of funds. The base performance period will be effective for one year from the date of award. Performance may extend one optional year or until the property is sold, transferred or contract is terminated, whichever occurs first. As such, this agreement shall be terminated if funds are not available for the continuation of such agreement in any fiscal year covered by this agreement. Options shall be exercised in writing per contract clauses in Section 8 §4.02.

2.1.02 PRICE SCHEDULE – Monthly Management and Site Manage Services for: J.D. McDowell II Subdivision, in Charleston, MO.

BASE PERIOD

Item No. Description

Number of Apt Units

Monthly Fee* per Apt

Unit Estimated ## of Months Amount

01 *Monthly Management Fee for Year 1 50* $46.00 12 $21,528.00*

02 Site Management Services for Year 1 50 **$ 12 **$

TOTAL AMOUNT Base Period: $

*Monthly Management Fee may be adjusted annually per RD published guidelines.

NOTE 1: Actual reimbursement for monthly management fee will be limited to “Occupied Units” (currently

39 units; 11 units are deemed to be non-habitable, which are not eligible for management fees.) – (See Section 2.)

**Contractor to enter fee for site management services.

NOTE 2: Project utilities and services, real estate taxes, and insurance will be reimbursed as outlined in

Section 2, § 2.01(6)b on Page 5 and 2.01(9) on Page 6 of this contract.

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OPTION PERIOD (06/01/2016 to 05/31/2017)

Item No. Description

Number of Apt Units

Monthly Fee* per Apt

Unit Estimated ## of Months Amount

03 *Monthly Management Fee for Year 2 50* $46.00 12 $21,528.00*

04 Site Management Services for Year 2 50 **$ 12 **$

TOTAL AMOUNT Option Period: $

*Monthly Management Fee may be adjusted annually per RD published guidelines.

NOTE 1: Actual reimbursement for monthly management fee will be limited to “Occupied Units” (currently 39 units; 11 units are deemed to be non-habitable, which are not eligible for management fees.) – (See Section 2.)

**Contractor to enter fee for site management services.

NOTE 2: Project utilities and services, real estate taxes, and insurance will be reimbursed as outlined in

Section 2, § 2.01(6)b on Page 5 and 2.01(9) on Page 6 of this contract.

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SECTION 2

PERFORMANCE WORK STATEMENT (PWS)

MONTHLY MANAGEMENT FEE and SITE MANAGEMENT SERVICES

1.0 DESCRIPTION – Rural Development (RD) in Missouri needs to secure the services of a qualified contractor to provide management services for multi-family dwellings per HB-2-3560 MFH Asset Management Handbook.

1.01 SCOPE – Upon award of a contract, the Contractor shall perform services for the management of the property. The Contractor will supply the necessary labor, time, attention and effort of the Contractor’s principals and employees regularly engaged in the business of property management to properly discharge the obligations of the Contractor under this contract including supervision of maintenance and operation activities.

2.0 DETAILED WORK REQUIREMENTS:

Project management responsibilities and requirements are detailed in HB-2-3560 MFH Asset Management Handbook.

This and other references are available at the USDA RD Regulations and Guidance website -http://www.rurdev.usda.gov/Handbooks.html#hb35602.

2.01The Contractor shall complete the following services:

(1) Yard Maintenance Services – The Contractor shall oversee the yard maintenance service as follows:

Maintain grounds to present a neat well-kept appearance. Trim shrubbery as necessary and when grass reaches approximately 4” in height, cut to 2” in height. Trim grass around foundations, fences, trees, etc. as necessary.

During winter months, keep all public walks, parking lots, project walks and common areas clean of snow and ice as would be expected by a prudent homeowner. USDA Rural Development may inspect the work at any time.

(2) Budget – per HB-2-3560 MFH Asset Management Handbook:

a. Preparation – The Contractor shall prepare an original project budget and monthly reports for submission to Rural Development for approval per HB-2-3560 MFH Asset Management Handbook. Monthly reports shall be due in the Rural Development Servicing Office by the 20th day of the month immediately following the close of the respective reporting period. For each subsequent fiscal year the Contractor shall prepare a new budget.

b. Budget Categories – The budget shall be prepared using the format and categories of Rural Development Form 3560-7, “Multiple Family Housing Project Budget” per HB-2-3560 MFH Asset Management Handbook.

(3) Rentals – The Contractor will offer for rent and will rent the dwelling units in the Project per HB-2-3560 MFH Asset Management Handbook.

(4) Enforcement of Leases – The Contractor will ensure full compliance by each tenant with the terms of the Lease per HB-2-3560 MFH Asset Management Handbook.

(5) Collection of Rents, Security Deposits and other Receipts – The Contractor will collect when due all rents, charges, and other amounts receivable in connection with the management and operation of the Project per HB-2-3560 MFH Asset Management Handbook.

(6) Accounting System – The Contractor must develop a systematic method in accordance with HB-2-3560 MFH Asset Management Handbook to record the business transactions of the project that appropriately reflects the complexity of project operations. The Contractor may be required to implement and use bookkeeping and accounting systems as prescribed by Rural Development. The following accounts will be established as a minimum:

a. General Operating Account – This account records all project income and disbursements. This account must be maintained in a financial institution insured by the Federal Government.

i. Deposits – All income and revenue from the housing project shall, upon receipt, be immediately deposited in the General Operating Account. This will include rent receipts, housing subsidy payments, laundry revenue, or any other project income. Housing Assistance Payments received from the Department of Housing and Urban Development (HUD) and Rural Development rental assistance payments shall be deemed to be revenue derived from the operation of the project and deposited in the General Operating Account.

ii. Disbursement – Not later than the 15th of each month, the Contractor shall pay or fund the actual, reasonable and necessary monthly project expenses. The top priority for disbursement from the General Operating Account will be for utilities and services (not paid by the tenant(s)) – i.e. water, electricity, gas, fuel oil, sewage, trash disposal, and vermin extermination. If funds are available, other authorized expenses may include the purchase and installation of furnishings and equipment or other purposes approved by Rural Development.

Funds remaining may be retained in the General Operating Account or transferred to the Reserve Account or Insurance Escrow Account.

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iii. If sufficient funds are not available in the General Operating Account to pay the utilities and services, the Contractor will invoice Rural Development for the shortfall on a monthly basis. Supporting documentation is required for reimbursement. Reimbursement is limited to utilities and Agency-prior approved, basic necessity services only.

iv. Funds in the General Operating Account shall be held by the Contractor in trust for the Government as security for the loan obligations. When this contract is terminated, all funds in the General Operating Account will be returned to Rural Development.

b. Insurance Escrow Account –Insurance Escrow is not part of the Site Management Services fee and will be reimbursed separately. The Contractor shall pay all assessments, government fees and property insurance promptly when due and payable from the Insurance Escrow account. The Contractor shall also evaluate property insurance to insure they bear a fair and reasonable relationship to the project value and appeal.

i. Funds recorded in this account shall be deposited in a separate account from the General Operating Account. This account must be maintained in a financial institution insured by the Federal Government.

Each month, the Contractor shall transfer from the General Operating Account an amount equal to one-twelfth of the total anticipated property insurance for the year if funds are available. Any interest earned on this account shall be held in the escrow account and can only be used as authorized by this section.

ii. Funds in the Insurance Escrow Account shall be used only as authorized by this section. Funds shall be held by the Contractor in trust for the Government as security for the loan obligations. When this contract is terminated, all funds in the Insurance Escrow account will be returned to Rural Development.

iii. Payment from the Insurance Escrow Account will be made yearly when the insurance premium comes due after approval is received from Rural Development.

c. Reserve Account – Funded through contributions from the General Operating Account. It is used primarily to pay for planned or emergency capital expenses.

i. This account must be held in a “supervised” account that requires the Agency’s countersignature on all withdrawals in accordance with Rural Development regulations 7 CFR part 19012, subpart A. The Contractor, Rural Development and the Financial Institution will be required to enter into an agreement through the use of Form RD 402-1, Deposit Agreement, to ensure the performance of the borrower’s obligation to Rural Development.

ii. This account must be maintained in a financial institution insured by the Federal Government.

iii. By the 15th of each month (as funds permit), an amount equal to one-twelfth of the required annual rate stipulated by the borrower’s loan resolution will be transferred from the General Operating Account into the Reserve Account.

iv. Permitted use of the Reserve Account funds will follow 7 CFR 3560.306 and Handbook-2, Chapter 4, Section 3, and will not be permitted without Rural Development prior approval utilizing Form RD 3560-12, Request for Authorization to Withdraw Reserve Funds.

v. Funds in the Reserve Account shall be used only as authorized by this section. Funds shall be held by the Contractor in trust for the Government as security for the loan obligations. When this contract is terminated, all funds in the Reserve Account will be returned to Rural Development.

d. Tenant Security Deposit Account (when applicable) – Upon receipt, all tenant security deposit funds collected shall be deposited in a separate account at a Federally insured financial institution. These funds shall be handled according to any State or local laws governing tenant security deposits and in accordance with HB-2-3560 MFH Asset Management Handbook. Funds in the Tenant Security Deposit Account shall only be used for authorized purposes as intended and represented by the project management plan. They shall be held by the Contractor in trust for the respective tenants until so used. Any amount in the Tenant Security Deposit Account which is retained by the Contractor as a result of lease violations shall be transferred to the General Operating Account and treated as project income. In no case will interest earned on security deposits accrue to the Contractor. Any interest earned but not returned to the tenants will accrue to the project’s General Operating Account for disposition as outlined in the management plan.

(7) Maintenance and Repair – The Contractor will maintain and oversee repair of the project in accordance with this Statement of Work, local codes and in accordance with HB-2-3560 MFH Asset Management Handbook. Property will be kept in a condition acceptable to Rural Development at all times. Please refer to Attachment A for a list of what is covered under routine maintenance.

a. The cost of maintenance and repair is included in the Contractor’s Site Management Services fee.

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b. Maintenance and repair will include, but is not limited to, cleaning, painting, decorating, plumbing, carpentry, energy conservation measures and practices; grounds care, and other maintenance and repair work as necessary. See Exhibit A for a further description of maintenance and repair.

c. The contractor will systematically receive and promptly investigate all service requests from tenants, take such action as may be justified, and keep records of the same. Emergency requests will be received and serviced on a twenty-four (24) hour basis. Serious complaints will be reported to Rural Development after investigation.

d. The Contractor will advise Rural Development of any cost-effective energy conservation measures adaptable to the project. The Contractor will encourage their use and will assist Rural Development during any installation of these measures.

(8) Utilities and Services – Utilities and Services are not part of the Site Management Services fee and will be reimbursed separately as outlined in this Statement of Work. The Contractor will make arrangements for and pay water, electricity, gas, fuel oil, sewage, trash disposal and vermin extermination (except those paid by tenant(s)) via the General Operating Account. Energy conservation efforts are an ongoing responsibility of project management. The Agency requires managers to establish effective systems to reduce energy consumption. Funding for payment of Utilities and Services is covered under the General Operating Account section of this document.

(9) Employees – The projected staffing plan to be submitted with this proposal prescribes the number, qualifications, and duties of the personnel to be regularly employed in the direct management of the Project, including a Site Manager (if appropriate), maintenance, bookkeeping, clerical and other managerial employees. All such personnel will be employees of the Contractor and not Rural Development. All personnel will be hired, paid, supervised, and discharged by the Contractor.

3.0 REPORTS – The Contractor will furnish information (including occupancy reports) as may be requested by Rural Development and/or the Office of Inspector General from time to time with respect to the project’s financial, physical, or operational condition. The Contractor will also prepare and submit:

Form RD 3560-8 - “Tenant Certification”

Form RD 3560-29 – “Notice of Payment Due Report”, aka Project Worksheet (Monthly)

Form RD 3560-7 - “Multiple Family Housing Project Budget” (Monthly)

3.01 The Contractor will complete and submit actual income and expense information by the 20th of the following month to Rural Development on Form RD 3560-7. The Contractor will complete any additional forms and data prescribed by Rural Development affecting the operation and maintenance of the project.

3.02 The Contractor shall upload/transmit all reports to the Management Interactive Network Connection (MINC) as required by Rural Development. NOTE: The successful Contractor will need to register for level 2 clearance eAuthetication (eAuth), if not currently using the MINC system. This can be accomplished by going to https://usdaminc.sc.egov.usda.gov, clicking on “Help” in the upper right corner, “eAuthentication Account Setup” (under the General Information section on the Help page), and then following the system prompts and instruction thereafter.

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SECTION 3

PACKAGING AND MARKING

1.0 QUALITY ASSURANCE SURVEILLANCE PLAN (QASP): The QASP specifies the roles, responsibilities and methods of parties responsible for performance and evaluation of contract requirements listed in the Performance Requirements Summary (PRS) shown in Section 1.01.5 shown below.

1.01.1 Roles and Responsibilities.

(1) Contracting Officer (CO): The CO has the sole authority to contractually bind the Government, sign awards, and change contract terms. The CO shall appoint qualified people to inspect and accept services under the contract as Quality Assurance Examiners (QAEs). The CO will resolve any disputes between the Contractor and the QAE.

(2) Quality Assurance Examiner (QAE): The QAE is appointed by the CO and represents the CO during inspection and acceptance. The Area Office Contracting Officer’s Representative (COR) will be appointed to perform this function as specified in this contract.

(3) Contractor: The Contractor is required to monitor its own employees and may report to RD regarding its quality assurance efforts.

1.01.2 RD Surveillance Activities.

(1) Scheduled property and management inspections

(2) Audits and reviews of reports and financial records

(3) Interaction with Contractor and Contractor’s employees. RD employees shall not direct the Contractor to perform activities not specified in the contract. RD employees shall not direct Contractor’s employees.

1.01.3 Providing Performance Feedback to the CO and Contractor.

(1) Documentation of potential performance issues. Written documentation, including email, will be used to investigate potential issues.

(2) Servicing letters and contract notices. RD notice of issues requiring Contractor’s attention and correction, if possible.

(3) Contract performance as required by Federal Acquisition Regulations

1.01.4 Remedies.

(1) Discussions with Contractor

(2) Housing Program servicing letters and/or contract notices

(3) Negotiated payment decrease, if included in contract

(4) Contract termination

(5) Government reporting of civil or criminal violation

(6) Claims and appeals

1.01.5 PERFORMANCE REQUIREMENTS SUMMARY (PRS). The reference for performance-based contracting requirements is FAR Subpart 37.6. To ensure that PWS requirements and RD’s objectives are being met, the government will conduct regular quality assurance surveillance. The items identified in the table below are those that the government will evaluate each month to quantify Contractors’ performance on these requirements. The table includes information about the frequency of surveillance and any minimum satisfactory rating that the Contractor must meet. If no rating is specified, the minimum requirement is 100% compliance or no unresolved discrepancies.

PERFORMANCE REQUIREMENTS SUMMARY (PRS)

REQUIREMENT STANDARD METHOD/FREQ.

CONTRACTOR CAPABILITY

1.01.5.1.1 Contractor has systems

capability to perform required contract functions

Computer systems substantially meet PWS requirements for functionality and user accessibility by the 30th day following contract award

RD Capability Review at time of award

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1.01.5.1.2 Contractor acquires

and maintains adequate facilities and staff

Contractor’s facilities and equipment are substantially complete and sufficient staff have been hired to perform initial contract responsibilities by the 30th day following contract award

RD Capability Review at time of award;

RD periodic performance assessment

OVERALL PERFORMANCE STANDARDS

(a) Contractor Responsiveness and

Customer Service. Contractor provides timely and adequate responses to RD information requests, acts proactively and cooperates with Government to minimize and manage issues.

Information requests are addressed within 2 business days; demonstrates willingness to work with RD to manage issues

RD routine observance

(b) Business Practices. Contractor conducts business practices in compliance with labor, employment, antitrust, consumer protection and environmental laws and nondiscrimination policies and practices that would be required of a Borrower/owner. Contractor trains and requires employees and subcontractors to uphold those same standards.

Compliance with laws and statutes; minimal unaddressed substantiated complaints or reports.

(c) Conscientious Management.

Contractor cooperates with RD to manage costs and functions in a conscientious manner;

helps RD minimize waste and abuse of resources, including funds, people and materials.

COR review of budget and reports submitted

PROPERTY ASSIGNMENT/TRANSITION

(a) Contractor conducts adequate review of tenant, financial and physical conditions and executes plan revisions within 30 days of assignment

Works with RD to address questions within 30 days of assignment.

(b) Contractor completes transition activities promptly and assists RD efforts to transition projects.

Information requests are addressed within 2 business days; demonstrates willingness to work with RD to manage issues

FINANCIAL MANAGEMENT

(a) Financial management capability and experience

The Contractor uses an accounting system of adequate complexity to manage required financial accounts, payments, and disbursements.

RD Capability Review at time of award;

RD periodic performance assessment

(b) Financial management performance

Finances are managed according to the established budget, and accounts are maintained according to RD direction.

Required deposits and payments are timely.

RD periodic performance assessment

(c) Financial management reports Financial reports are accurate, and submitted on time in the required format(s) (by the 20th of the following month).

RD monitors reports schedules/monthly

(d) Contractor shall take necessary action to ensure assessments and tax bills are paid promptly.

100% Bills are paid when due or immediately submitted to RD for payment; no late fees or judgments

RD monthly monitoring of bills scheduled (budget and due list)

RENTALS AND LEASING

(a) Contractor effectively manages tenant screening, certification and leases

Tenants are screened according to guidelines;

records of screening are maintained.

RD review of budget and reports submitted

(b) Contractor provides diligent management of receivables.

Reports and accounts are accurate and up to date

RD review of budget and reports submitted

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MAINTENANCE, REPAIR AND SERVICES

(a) Contractor implements effective preventive facilities and grounds maintenance programs to maintain safety and sanitation, minimize repair work, and maintain property value in accordance with RD goals.

Maintenance management includes effective service request management.

No unaddressed health and safety deficiencies; minimized repeat repair work;

service desk responds to calls within negotiated timeframe.

RD routine property inspections;

general observances; monitoring

(b) Contractor initiates and/or maintains applicable energy conservation initiatives.

Documented energy initiatives are effectively supported.

COR routine property inspections;

general observances; monitoring

(c) Contractor shall take necessary action to ensure availability of utilities and services, and to keep accounts with providers current.

Adequate services provided to tenants;

accounts maintained current; no late charges or shutoffs

RD monitor payments via budget report

PURCHASING AND SUBCONTRACTING AUTHORITY

(a) Contractor maintains a purchase order information system adequate to track purchase requests, approvals, job completion, and payment information.

Ability to transfer accurate information to budget execution reports

One-time system evaluation by RD;

Contractor monitored

(b) Contractor works with RD to ensure that requests are necessary to support the project operating plan.

Purchasing request costs are within an average cost of RD properties for the Area Office region.

COR review of requests

EMPLOYEE MANAGEMENT

(a) Employees are properly trained and certified/licensed for the tasks assigned

Staff members who sign the tenant leases must have a Broker’s License; all staff must be trained according to the approved Master Management Plan

RD review qualifications of principals and Project Managers at time of award;

COR reports observances of general operations to CO

(b) Contractor ensures applicable Labor Laws are fairly applied to employees and any subcontractors; employees are aware of the applicable laws; and reports are accomplished.

Notices displayed as required; employees trained, subcontractors informed; required reports submitted complete and timely;

Contractor adequately addresses complaints

COR/RD observances during routine inspections; COR monitoring submission of required reports;

INFORMATION MANAGEMENT AND REPORTS

(a) The Contractor will complete and submit required monthly financial reports within the timeframes specified in the schedule, in the required format. Financial reports shall include expenses paid or reimbursed by RD.

All required reports are submitted as scheduled to RD in the formats prescribed; adequacy of updates to property management plan

COR review reports as received. 100 % surveillance.

(b) Contractor exhibits responsiveness, submits accurate and timely invoices

All invoices are submitted as scheduled to RD in the formats prescribed

COR review as received. 100 % surveillance.

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SECTION 4

INSPECTION AND ACCEPTANCE

1.0 INSPECTION AND ACCEPTANCE (AGAR 452.246-70) (FEB 1988)

1.01 The Contracting Officer or the Contracting Officer’s duly authorized representative will inspect and accept the supplies and/or services to be provided under this agreement.

1.02Inspection and acceptance will be performed at the project site, Rural Development Area or State Office, or the Contractor’s place of business.

SECTION 5

DELIVERIES OR PERFORMANCE

1.0 COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK

1.01 The Contractor shall be required to

(1) prosecute the work diligently, and

(2) begin carrying out the entire work no later than 7 days from the date the “Notice to Proceed” is issued.

SECTION 6

CONTRACT ADMINISTRATION DATA

1.0 CONTRACTING OFFICER (CO)

1.01 The CO designated for this requirement is:

Lue R. Lockridge-Lane USDA Rural Development 601 Business Loop 70 West Parkade Center Suite 235 Columbia, MO 65203 Phone: 573-876-9333 | Email: lue.lockridge-lane@mo.usda.gov

1.02 Contracting Officer’s Authority The CO is the only person authorized to approve changes to any of the requirements under this agreement, and notwithstanding any provision contained elsewhere in this agreement the said authority remains solely with the CO. In the event the Contractor effects any change at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in charges incurred as a result thereof.

2.0 Designation of Contracting Officer’s Representative(COR). A COR may be designated from the State Office or local Area Office for the project.

2.01 COR duties and responsibilities include oversight of the administration of any General Operating Account, Real Estate Taxes and Insurance Escrow Account, review purchase requests as directed by the CO, on-site approvals of work and other duties assigned by the CO. The COR may not direct the Contractor’s employees or subcontractors. The Designation of COR letter shall be provided to the Contractor.

3.0 SUBMISSION OF INVOICES

3.01 Invoices. The Contractor will submit monthly proper invoices for its services, including overall management, to Rural Development. The Monthly Management Fee will be based on a per occupied unit basis. It will be calculated as a per-unit, per-month (PUPM) fee for revenue producing units occupied during a given month.

Invoices with supporting documentation in substantially the same format as listed in Section G.4.3 will be submitted along with Form RD 3560-29 (Notice of Payment due Report) no later than the 10th day of the

11 | P a g e mailto:lue.lockridge-lane@mo.usda.gov succeeding month. Any reimbursable expenses shall be itemized and invoiced separately with supporting documentation. “Proper” invoices will be processed for payment within 30 days of receipt and acceptance of the work by the Government. Incomplete invoices will be returned to the Contractor for correction.

3.02 Invoices must contain the following information:

(1) Contractor’s invoice number and date;

(2) Name and Address of the Contractor (must be the mailing address);

(3) Contract (Purchase Order) number and project identification;

(4) Description of services, price, and quantity; and

(5) Other substantiating documentation or information required by the contract

3.03 Invoice expense items will be listed according to the following categories:

Purpose/Category Amount Monthly Mgmt. Fee _39__ Occupied Units X $46 = $ Site Management Services $ Real Estate Taxes & Insurance Account Escrow Funding $ Utilities (if needed) $ Prior Approved Capital Expenditures(s) (if needed) $

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SECTION 7

SPECIAL CONTRACT REQUIREMENTS

1.0 CONDUCT

1.01 During the course of this contract/agreement, the Contractor will maintain the same high standards of honesty, integrity, impartiality, confidentiality of information, and conduct as Government employees are expected to maintain. The Contractor will not engage in other employment which is incompatible with the duties of this contract/agreement. The Contractor will not, directly or indirectly, engage in financial transactions of any kind of business dealings relying on information obtained through the performance of this contract/agreement.

1.02 Conflict of Interest. The Contractor will not have a direct or indirect financial or other interest that conflicts, or appears to conflict, with its responsibilities and duties under this contract. The Contractor shall not engage in, or permit, any conflict of interest. In addition to any other conflicts of interest prohibited under applicable law, each of the following situations will constitute a conflict of interest.

(1) Kick-backs, Rebates, Referral Fees, Pass Through. The Contractor, a management official of the Contractor, an immediate family member of a management official of the Contractor, or an affiliated entity of the Contractor may not directly or indirectly receive any form of payment, income, revenue, compensation, or anything else of value from any person or entity, other than RD or the Contractor, for performance of the Contractor’s responsibilities under this PWS. The Contractor cannot purchase or obtain services from an affiliated entity of the Contractor for which RD makes pass-through reimbursement under this PWS.

(2) Prohibition on Pre-Conveyance Preservation and Protection Work. The Field Service Manager or its Contractor is prohibited from performing both pre- and post-conveyance work on RD Single-Family Insured properties. In the event that a Field Service Manager or its Contractor performs pre-conveyance work, the fees associated with post-conveyance work are expressly unallowable and will not be paid. The Field Service Manager must obtain written certification on an annual basis from its subcontractors affirming that they do not perform pre-conveyance work on RD Single Family Insured properties.

2.0 RURAL DEVELOPMENT REQUIREMENTS

2.01 In performing its duties under this contract/agreement, the Contractor will comply with all relevant requirements of Rural Development. Rural Development requirements include preparation of forms and reports in the format of prescribed Rural Development forms.

(1) Compliance with Governmental Orders: The Contractor will take such action as may be necessary to comply promptly with any and all governmental orders or other requirements affecting the Project, whether imposed by federal, state, county or municipal authority, subject, however, to any stated limitations with respect to repairs. The Contractor will notify Rural Development in writing of all notices of such orders or other requirements, within seventy-two (72) hours from the time of their receipt.

(2) Nondiscrimination: In the performance of its obligations under this contract/agreement, the Contractor will comply with the provisions of any Federal, State or local law prohibiting discrimination in housing on the grounds of race, color, religion, sex, age, marital status, national origin, or physical or mental handicap (applicant must have capacity to execute a legal contract) including Title VI of the Civil Rights Act of 1968, Executive Order 11246, and the Equal Credit Opportunity Act of 1974, as they relate to Rural Development.

(3) Quotes, Discounts, Rebates, Etc.: With prior approval of Rural Development, the Contractor will obtain contracts, materials, supplies, utilities, and services on the most advantageous terms to the Project, and is authorized to solicit bids, either formal or informal, for those items which can be obtained from more than one source, WITHIN THE LIMITS OF CONTRACTOR’S PURCHASE AUTHORITY. The Contractor will secure and credit to the project all discounts, rebates or commissions obtainable with respect to purchases, service contracts, and all other transactions on the project’s behalf.

(4) This contract/agreement may be terminated by the mutual consent of the Principal Parties as of the end of any calendar month, provided that at least thirty (30) days advance written notice thereof with reasons given is submitted to Rural Development. This provision may be superseded by actions of the U.S. District Court.

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(5) Upon termination of this contract/agreement, the Contractor will submit to Rural Development, or another designated owner as specified by Rural Development, all project books and records and any financial statements required by Rural Development, along with any keys held by the Contractor.

(6) Contractor’s Indemnification: Notwithstanding any other provision of this contract/agreement or any obligation of Contractor hereunder, it is understood and agreed: (a) that Rural Development has assumed and will maintain its responsibility and obligation through the term of this contract/agreement for the finances and the financial stability of the project; and (b) that the Contractor shall have no obligation, responsibility or liability to fund authorized project costs, expenses, or accounts other than those funds generated by the project itself or provided to the project or to the Contractor by Rural Development.

Moreover, Rural Development hereby indemnifies the Contractor and agrees to hold it harmless with respect to project costs, expenses, accounts, liabilities and obligations during the term of this contract/agreement and further agrees to guarantee to the Contractor the payment of its compensation under this contract/agreement during the term of this contract/agreement.

(a) The Contractor shall be liable for any loss from or injury to any property resulting solely from the Contractor’s negligence and/or failure to perform the services provided for herein.

(b) The Contractor waives, releases, and discharges the Government from any and all claims, demands, and causes for action for damages to person(s) and/or property which may arise in any manner incident to the execution of this purchase order, except his/her rightful claim for payment or compensation, as provided herein.

(c) The Contractor shall obtain the services of qualified employees in all instances, and the Contractor is responsible for actions or omissions of employees in performance of work under this contract/agreement. The Contractor shall not commit, nor permit others to commit any waste, or unlawful acts or nuisances upon property assigned.

(d) The Contractor shall not provide information on, nor permit inspection of, any properties assigned under this contract/agreement until receiving notice from Rural Development that the property is listed for sale. This prohibition does not apply to firms or individuals responding to solicitations to repair a property and seeking information or making an inspection for that purpose.

2.02 The Government shall provide the following for use in performance of this contract/agreement:

(1) Any applicable posters, forms and signs

(2) Copies of necessary Rural Development regulations

2.03 Lien Releases

(1) The Contractor shall not, in connection with any work done or claimed to have been done by or on behalf of the Contractor, create, place, permit to be created or placed, or allow to remain any mechanic’s, laborer’s, or material man’s lien (collectively, a mechanic’s lien) against any property. If a mechanic’s lien is filed, within ten (10) business days of such filing or such shorter time period necessary to meet any scheduled closing on a property, the Contractor shall cause the mechanic’s lien to be discharged of record by payment, deposit, bond, order of court, or otherwise.

(2) The Contractor shall implement procedures to minimize the opportunity for a property to become subject to a mechanic’s lien and to promptly cause any mechanic’s liens to be discharged of record. At a minimum, the Contractor shall take the following actions to minimize the opportunity for a property to become subject to a mechanic’s lien: (1) incorporate an express provision in each subcontract for lienable work whereby the Subcontractor waives its rights to a mechanic’s lien and agrees to not file a lien; (2) obtain waivers and releases of liens from Subcontractors who performed lienable work; and (3) adopt an early-warning system to identify when bills or claims which may become liens against a property are not promptly paid, settled, or compromised. If any of the control procedures listed in the foregoing sentence are not permitted by law, the Contractor shall expressly communicate to RD the legal authority for the prohibition and the alternative procedures the Contractor shall employ to minimize the opportunity for a property to become subject to a mechanic’s lien. It is the Contractor’s responsibility to determine what “lienable work” in each jurisdiction is.

For example, some jurisdictions may permit liens for professional services such as appraisals and inspections whereas other jurisdictions may not permit liens for such services.

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2.04 Insurance. Contractor must provide verification of Fidelity/Liability Insurance and must also provide Worker’s Compensation insurance. Refer to RD Handbook HB-2-3560, Chapter 3 Property Management.

SECTION 8

CONTRACT CLAUSES

1.0 By accepting this Agreement and subsequent call orders, the Contractor certifies in accordance with the following provisions and clauses:

1.01 FAR 52.252-1 SOLICITATION PROVISONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es): https://acquisition.gov/far/.

52.204-7 System for Award Management (SAM) (JUL 2013)

52.212-1 Instructions to Offerors – Commercial Items (APR 2014)

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran – Representation and Certification (DEC 2012)

1.02 AGAR 452.204-70 INQUIRIES (FEB 1988) Inquiries and all correspondence concerning this solicitation should be submitted in writing to the Contracting Officer. Offerors should contact only the Contracting Officer issuing the solicitation about any aspect of this requirement prior to contract award.

1.03 FAR 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (OCT 2014)

(a) Definitions. As used in this provision— “Economically disadvantaged women-owned small business (EDWOSB) concern” means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business concern eligible under the WOSB Program.

“Service-disabled veteran-owned small business concern”—

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

“Small business concern” means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and the size standard in paragraph (b) of this provision.

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“Small disadvantaged business concern,” consistent with 13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that—

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by—

(i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged

(as defined at 13 CFR 124.104) individuals who are citizens of the United States, and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

(2) The management and daily business operations of which are controlled (as defined at 13 CFR 124.106) by individuals who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

“Veteran-owned small business concern” means a small business concern—

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

“Women-owned small business concern” means a small business concern—

(1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

“Women-owned small business (WOSB) concern eligible under the WOSB Program” (in accordance with 13

CFR part 127), means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States.

(b)(1) The North American Industry Classification System (NAICS) code for this acquisition is– 531320.

(2) The small business size standard is $7.5 Million.

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(c) Representations.

(1) The offeror represents as part of its offer that it [ ] is, [ ] is not a small business concern.

(2) [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it [ ] is, [ ] is not, a small disadvantaged business concern as defined in

13 CFR 124.1002.

(3) [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents as part of its offer that it [ ] is, [ ] is not a women-owned small business concern.

(4) Women-owned small business (WOSB) concern eligible under the WOSB Program. [Complete only if the offeror represented itself as a women-owned small business concern in paragraph (c)(3) of this provision.] The offeror represents as part of its offer that—

(i) It [ ] is, [ ] is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (c)(4)(i) of this provision is accurate for each WOSB concern eligible under the WOSB Program participating in the joint venture. [The offeror shall enter the name or names of the WOSB concern eligible under the WOSB Program and other small businesses that are participating in the joint venture: ________.] Each

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WOSB concern eligible under the WOSB Program participating in the joint venture shall submit a separate signed copy of the WOSB representation.

(5) Economically disadvantaged women-owned small business (EDWOSB) concern. [Complete only if the offeror represented itself as a women-owned small business concern eligible under the WOSB Program in (c)(4) of this provision.] The offeror represents as part of its offer that—

(i) It [ ] is, [ ] is not an EDWOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (c)(5)(i) of this provision is accurate for each EDWOSB concern participating in the joint venture. [The offeror shall enter the name or names of the EDWOSB concern and other small businesses that are participating in the joint venture: ________.] Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.

(6) [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents as part of its offer that it [ ] is, [ ] is not a veteran-owned small business concern.

(7) [Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (c)(6) of this provision.] The offeror represents as part of its offer that it [ ] is, [ ] is not a service-disabled veteran-owned small business concern.

(8) [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents, as part of its offer, that—

(i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR Part 126; and

(ii) It [ ] is, [ ] is not a HUBZone joint venture that complies with the requirements of 13 CFR Part 126, and the representation in paragraph (c)(8)(i) of this provision is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The offeror shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: ________.] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

(d) Notice.

(1) If this solicitation is for supplies and has been set aside, in whole or in part, for small business concerns, then the clause in this solicitation providing notice of the set-aside contains restrictions on the source of the…