Contract_-_OpenGov_Sample_Standard_SHRA_Contract.pdf

STANDARD CONTRACT

Effective Date: [Start Date] (Or Upon Approval)

Expiration Date: [End Date] With Option to Extend Up To: Extensions are not applicable to this contract

As of the above-written "effective date", and in consideration of their mutual obligations, agency and contractor (defined below) enter into this "Contract" and agree as follows:

1. Agency

“Agency” is/are the following selected agency/agencies, which are public bodies, corporate and politic, and which has/have the address of 801 12th Street, Sacramento, California 95814: Sacramento Housing & Redevelopment Agency, Housing Authority of the County of Sacramento, Housing Authority of the City of Sacramento

2. Contractor

“Contractor” and Contractor’s name and address for its principal place of business are the following:

Contractor Name: [Contactor Name]

Address: [Contractor Address]

Point of Contact: [Contractor's POC]

Contact Email: [POC Email Address]

3. Contract Amount

“Contract Amount” is the maximum amount that Agency may be required to pay Contractor under this Contract. The Contract Price for this Contract is as follows. The total cost shall not exceed the amount below unless an amendment is executed.

Contract Amount

Total Contract Amount: [Total Contract Amount (Numerical) ((In Words)])

4. Summary of Scope of Work

“Summary of Scope of Work” is a brief description of work to be performed that establishes the standards sought for the supplies or services furnished under the Contract:

Summary of Scope of Work

[Summary of Scope of Work]

5. Exhibits

The exhibits listed immediately following the signature page are hereby incorporated by reference and made a part of this Agreement as if fully set forth herein. Each exhibit shall be binding and enforceable as part of the Agreement.

6. Invoice and Payment

6.1. Monthly Payment

"Work" shall mean the work or works contracted to be performed under this Contract. "Invoice" shall mean a written document submitted by the Contractor to the Agency that strictly complies with the invoice requirements set forth in Paragraph 2 of Attachment 1.

The Agency may withhold from any due and owing payment(s) an amount equal to the value of any claims the Agency reasonably believes it has against the Contractor arising out of the Contract or the Work. The Agency shall remit payment to the Contractor based on the method, indicated below:

Monthly Payment: One payment of [$XXX.XX] or [XX%] of the Contract Price shall be made on the [Day] day of each calendar month.

Invoice Remittance:

SHRA Invoicing Contact:

[Name of SHRA Invoicing Contact]

Email: [Email]

Department: [Department Name]

NOTE: All invoices must include the SHRA Purchase Order (PO) number and itemized details such as the invoice number, work performed, percentage completed, billing rates, and reimbursable expenses.

6.2. Quarterly Payment

"Work" shall mean the work or works contracted to be performed under this Contract. "Invoice" shall mean a written document submitted by the Contractor to the Agency that strictly complies with the invoice requirements set forth in Paragraph 2 of Attachment 1.

The Agency may withhold from any due and owing payment(s) an amount equal to the value of any claims the Agency reasonably believes it has against the Contractor arising out of the Contract or the Work. The Agency shall remit payment to the Contractor based on the method, indicated below:

Quarterly Payment: One payment of [$XXX.XX] shall be made on or before the 30th day of the month following the end of each calendar quarter.

Invoice Remittance:

SHRA Invoicing Contact: [Name of SHRA Invoicing Contact]

Email: [Email]

Department: [Department Name]

6.3. Attachment-Based Payment

"Work" shall mean the work or works contracted to be performed under this Contract. "Invoice" shall mean a written document submitted by the Contractor to the Agency that strictly complies with the invoice requirements set forth in Paragraph 2 of Attachment 1.

The Agency may withhold from any due and owing payment(s) an amount equal to the value of any claims the Agency reasonably believes it has against the Contractor arising out of the Contract or the Work. The Agency shall remit payment to the Contractor based on the method, indicated below:

Attachment-Based Payment: Payment shall be made according to the terms and amounts specified in Attachment , titled "[Attachment]", for Work actually and satisfactorily performed.

Invoice Remittance:

SHRA Invoicing Contact: [Name of SHRA Invoicing Contact]

Email: [Email]

Department: [Department Name]

6.4. Invoice-Based Payment

"Work" shall mean the work or works contracted to be performed under this Contract. "Invoice" shall mean a written document submitted by the Contractor to the Agency that strictly complies with the invoice requirements set forth in Paragraph 2 of Attachment 1.

The Agency may withhold from any due and owing payment(s) an amount equal to the value of any claims the Agency reasonably believes it has against the Contractor arising out of the Contract or the Work. The Agency shall remit payment to the Contractor based on the method, indicated below:

Invoice-Based Payment: Payment shall be made after receipt of an Invoice for Work actually and satisfactorily performed, per the terms specified in Attachment , titled "[Attachment]".

Invoice Remittance:

SHRA Invoicing Contact: [Name of SHRA Invoicing Contact]

Email: [Email]

Department: [Department Name]

6.5. Task-Based Payment

"Work" shall mean the work or works contracted to be performed under this Contract. "Invoice" shall mean a written document submitted by the Contractor to the Agency that strictly complies with the invoice requirements set forth in Paragraph 2 of Attachment 1.

The Agency may withhold from any due and owing payment(s) an amount equal to the value of any claims the Agency reasonably believes it has against the Contractor arising out of the Contract or the Work. The Agency shall remit payment to the Contractor based on the method, indicated below:

Task-Based Payment: Payment shall be made upon satisfactory completion of the outlined tasks and submission of an Invoice in accordance with the Scope of Work.

Invoice Remittance:

SHRA Invoicing Contact: [Name of SHRA Invoicing Contact]

Email: [Email]

Department: [Department Name]

6.6. Final Payment

"Work" shall mean the work or works contracted to be performed under this Contract. "Invoice" shall mean a written document submitted by the Contractor to the Agency that strictly complies with the invoice requirements set forth in Paragraph 2 of Attachment 1.

The Agency may withhold from any due and owing payment(s) an amount equal to the value of any claims the Agency reasonably believes it has against the Contractor arising out of the Contract or the Work. The Agency shall remit payment to the Contractor based on the method, indicated below:

Final Payment: A one-time payment of [$XXX.XX] shall be made following the satisfactory completion of all Work and submission of an Invoice.

Invoice Remittance:

SHRA Invoicing Contact: [Name of SHRA Invoicing Contact]

Email: [Email]

Department: [Department Name]

7. Conflict of Interest

No Conflict of Interest.

8. Special Provisions

“Special Provisions” refers to the following provisions or additional recitals, which become part of the Contract only if approved by Agency counsel, as indicated by the accompanying initials. Unless expressly stated otherwise in these 'Special Provisions,' shall take precedence over any conflicting provisions in this Contract. Furthermore, the provisions in Exhibit 1 shall take precedence over those in any other Attachment.

Special Provisions

[Special Provisions]

9. Contract Provisions

9.1. CONTRACT TERMS AND ENFORCEMENT

This Contract consists of the Contract document and all Exhibits. In case of conflict, this Exhibit 1 and any applicable Federal Requirements shall take precedence over other Exhibits and the main Contract, unless expressly stated otherwise. Capitalized terms shall have the meanings assigned in this Contract.

The Scope of Work outlines all required tasks and obligations, which must be completed by the specified deadlines and performed at the designated location. Unless otherwise stated, all tasks are mandatory. The venue for all actions related to this Contract is Sacramento County, California.

The Contract Term begins on the Effective Date and ends on the Expiration Date, or upon completion of all required tasks, whichever occurs first. Certain obligations may survive termination as expressly stated. The Contractor is not entitled to compensation for work performed or costs incurred before the Effective Date or after the Expiration Date. This Contract may only be amended in writing, with approval from both parties before the Expiration Date. Any amendment made after expiration shall be void ab initio and shall not revive, reinstate, or extend the Contract.

The Contractor must comply with all applicable federal, state, and local laws, ordinances, and codes and must not trespass on public or private property while performing its obligations. This Contract is governed by the laws of the State of California and shall be subject to the exclusive jurisdiction and venue of any federal or state court located in the County of Sacramento in the State of California, and any unenforceable provision shall be severable without affecting the remaining terms.

This Contract constitutes the entire agreement between the parties. No prior agreements, statements, or promises shall be binding, and any modifications must be made through a duly executed written amendment.

9.2. COMPENSATION, BILLING, AND REIMBURSEMENT

The total compensation and reimbursement for all services and expenses under this Contract shall not exceed the Contract Price. The Agency shall pay the Contractor as specified in the Payment Schedule and is not obligated to pay for work not performed, goods not delivered, or while the Contractor is in material default. The Agency is not liable to any party other than the Contractor.

The final invoice must be submitted no later than sixty (60) days after the Contract expiration date. The Contractor shall not be reimbursed for expenses outside the Payment Schedule. Travel reimbursements shall not exceed IRS Standard Mileage Reimbursement rates and shall not cover travel within forty-five (45) miles of the Agency’s business. Non-reimbursable expenses include:

• Overhead costs, facsimile, courier, or telephone charges, copying costs (unless pre-approved), and office or business supplies.

Agency is not obligated to make any payment under this Contract for work Contractor has not yet performed or goods not delivered. Agency is not obligated to make any payment under this Contract for so long as Contractor is in material default of this Contract. Except as specified in writing in this Contract, Agency is not obligated or liable under this Contract to any party other than Contractor.

9.3. INSURANCE COVERAGE REQUIREMENTS

Insurance Coverage Requirements. Contractors must maintain insurance coverage from licensed providers with an industry rating acceptable to the Agency throughout the Contract Term. Failure to do so constitutes a material breach.

Prior to commencing work, Contractor must provide the Agency with certificates of insurance and include endorsements naming: “Sacramento Housing and Redevelopment Agency and its constituent entities” as additional insured.

SHRA requires the following insurance coverage:

Commercial General Liability Insurance (ISO policy form CG 00 01 or equivalent) with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate with a deductible not exceeding $5000, covering contractual liability, bodily injury, property damage, and personal injury. Liability policy needs to be primary and noncontributory.

Automobile Liability Insurance of at least $500,000 if motor vehicles are used, with a deductible not exceeding $5,000.

Workers' Compensation Insurance meeting statutory limits for all employees and subcontractors.

Cyber Liability Insurance: Required if PII or data breach risk applies; $1M minimum coverage, including cloud providers, IP infringement, privacy violations, and breach response costs.

Policies may not be canceled without at least 30 days' prior written notice to the Agency, with notices directed to SHRA Procurement Services. Failure to maintain required coverage is a material breach. The Agency may also withhold or adjust payments to recover such expenses.

9.4. INDEMNIFICATION

Except to extent of gross negligence or willful misconduct on the part of Agency, Contractor shall indemnify, hold harmless and defend, to the fullest extent permitted by law, the Housing Authority of the City of Sacramento, the Housing Authority of the County of Sacramento, the Sacramento Housing and Redevelopment Agency, the City of Sacramento and the County of Sacramento, their respective officers, directors, commissioners, advisory committee members, agents, and employees from liability, claims, demands, attorney's fees or litigation and related costs, including, without limitation, court costs and investigator, witness, arbitrator and mediator fees, for any injury or damages to persons or property resulting from Contractor's prosecution of work under this Contract, or otherwise related to this Contract, whether caused, in whole or part, by an intentional or negligent act or omission by Contractor, its officers, employees, or agents.

9.5. NO WAIVER OF RIGHTS AND REMEDIES

Agency's failure, at any time, to object to any breach of covenant or obligation, to any failure of performance, or to any other default on the part of Contractor shall not constitute a continuing waiver of subsequent breaches or defaults.

Agency’s making of any payment to Contractor shall not, under any circumstances, be considered a waiver by Agency.

Agency's making of any payment while any breach or default by Contractor exists shall in no way impair any right or remedy available to Agency related to such breach or default, including, without limitation, the right to withhold future payments.

9.6. HIRING OF OTHERS

Unless consultants, specialists, experts or other third parties are listed in the Scope of Work, Contractor must not employ any of them or incur any obligation to pay any of them for services performed under this Contract without the prior written approval of Agency. Agency's written approval shall not create any obligation of Agency regarding any such third party. Contractor has no authority to, and must not purport to, employ, hire, or contract with any such third party as agent of Agency or otherwise on behalf of Agency.

9.7. TERMINATION FOR CAUSE

If either party fails to fulfill its obligations under this Contract in a timely and proper manner or violates any of the covenants, agreements, or stipulations of this Contract, and if such failure or violation is material and substantial, the other party shall have the right to immediately terminate this Contract by written notice to the defaulting party.

A. If Contractor defaults and Agency terminates the Contract, all finished or unfinished work, products, documents, electronic media, data, studies, artwork, renderings, models, software programs, and reports prepared by Contractor under this Contract shall, at the option of Agency, become property of Agency, upon payment to Contractor of just and equitable compensation for such work which is completed, reasonably satisfactory to Agency, and which Contractor has not already received payment for pursuant to the terms of the Contract.

Agency’s exercise of its option to own such properties does not relieve Contractor of liability to Agency for damages on account of Contractor’s default, and Agency may withhold any payments to Contractor for the purpose of setoff until such time as the exact amount of damages due Agency from Contractor is determined.

B. If Agency defaults and Contractor terminates the Contract, upon Contractor’s submission of the invoices and receipts required by this Contract, Agency must pay to Contractor an amount which bears the same ratio to the total compensation under this Contract as the Tasks/Obligations actually performed by Contractor bear to the total Tasks/Obligations of Contractor covered by this Contract, less payments of compensation previously made (for example, if the work is eighty percent complete, Agency must pay eighty percent of the compensation less any amounts previously paid for the work). In addition, Agency must reimburse Contractor for all unreimbursed expenses that are reimbursable under this Contract upon Contractor’s submission of the invoices and receipts required by this Contract for reimbursement.

9.8. TERMINATION FOR CONVENIENCE OF AGENCY

Agency may immediately terminate this Contract, at any time and without cause, by a notice in writing from Agency to Contractor.

9.9. CONTRACTOR'S STATUS

Contractor, for all purposes under this Contract, is an independent contractor and must maintain any and all licenses required by law for the performance of Contractor's obligations under this Contract. Except as expressly stated in this Contract, Agency is prohibited from directing the methods of Contractor's work under this Contract, requiring Contractor’s use of an Agency office for Contractor’s performance or setting regular working hours for Contractor or Contractor's employees.

9.10. SUBCONTRACTING, CONFLICTS OF INTEREST AND PERSONNEL

The Contractor shall not subcontract or assign any part of this Contract without prior written approval from the Agency and remains fully responsible for the actions and omissions of any approved subcontractors. Each subcontract must include provisions ensuring compliance with applicable labor standards, insurance, and other relevant contract requirements. Unauthorized subcontracting or assignment is a material breach.

No member of the Agency’s governing body, officers, employees, or agents involved in contract oversight may have any personal interest in this Contract. If federal funds are used, no U.S. Congressional delegate or Agency commissioner meeting tenant commissioner requirements under Health and Safety Code § 34290(c) shall have any share in the Contract. The Contractor affirms that it has no existing conflicts of interest and will avoid acquiring any conflicting interests during the Contract Term. Upon request, the Contractor must submit a conflict-of-interest statement in a form approved by the Agency.

The Contractor is responsible for securing, at its sole cost, all personnel, facilities, and equipment necessary to fulfill its obligations under this Contract. All work must be performed by the Contractor or under its direct supervision, with personnel fully qualified and legally authorized to perform assigned tasks. No person serving a sentence in a penal or correctional institution may be employed under this Contract.

9.11. ASSIGNABILITY

The Contractor may not assign or transfer any part of this Contract without the Agency’s prior written approval. Any unauthorized assignment is void ab initio and constitutes a material breach of the Contract.

9.12. OWNERSHIP OF PROFESSIONAL AND TECHNICAL INFORMATION

All professional and technical information, in the form of original designs, drawings, data, computations, specifications, report texts, estimates, writings, artwork, renderings, models, software programs, and any other material, data and information collected or developed in connection with the Tasks/Obligations under this Contract, and all original documents shall be forwarded to and become the sole property of Agency. Neither Contractor nor any of its associates or consultants shall have any rights or interest in such information, documents and material. Contractor and its associates and consultants may retain such copies or reproductions, at their sole cost and expense, of the original documents as necessary for their files, records and reference.

9.13. NO INTELLECTUAL PROPERTY RIGHTS OR ARTIST’S RIGHTS IN CONTRACT WORK

In no event, without the prior written approval of Agency, shall Contractor or any person or entity acting on behalf of Contractor obtain or hold, and to the contrary, expressly waives any rights, in law or in equity, in any intellectual property developed in furtherance of the Tasks/Obligations, including, without limitation, copyright, trademark, service mark, patent or rights of an artist in a work of art. Artists preparing any artwork under this Contract waive any rights to notice or to take any action regarding the use, removal, relocation or destruction of any artwork so prepared. Contractor represents and acknowledges that Contractor has or shall obtain such waivers in writing for all persons or entities performing the Tasks/Obligations under this Contract.

9.14. CHILD SUPPORT COMPLIANCE ACT

If the Contract Price exceeds $100,000, the following is acknowledged and agreed to by Contractor: (1) Contractor recognizes the importance of child and family support and shall fully comply with all applicable state and federal laws relating to child and family support enforcement orders, including but not limited to, disclosure of information and compliance with earnings assignment orders as provided in Chapter 8(commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and (2) Contractor, to the best of its knowledge, agrees to fully comply with the earnings assignment orders of all employees and to provide the names of all new employees to the New Hire Registry, maintained by the California Employment Development Department.

9.15. CONFIDENTIALITY

All information prepared or assembled by Contractor under this Contract is confidential. Contractor must not make this information available to any individual or organization without the prior written approval of Agency. Contractor must immediately forward to Agency all requests for information related to this Contract made by a third party to Contractor.

Contractor must not disclose or permit the disclosure of any confidential information of Agency, except to its agents, employees, and other consultants, approved by Agency, who need such confidential information for the proper performance of their duties related to this Contract or on behalf of Agency. Contractor agrees to comply with the Federal Privacy Act of 1974 (the Act) and Agency rules and regulations issued under the Act.

SIGNATURE PAGE TO FOLLOW

THIS CONTRACT IS EXECUTED as of the date first above written.

AGENCY CONTRACTOR

**signature_21118**

SIGNATURE

FULL NAME

TITLE

**date_signed_21118**

DATE SIGNED

I certify under penalty of perjury under the laws of the State of California that I am fully authorized to execute the attached document for Contractor in the capacity I have stated, and that such execution is sufficient to bind Contractor.

CERTIFICATION OF AUTHORITY

**signature_21119**

SIGNATURE

FULL NAME

TITLE

**date_signed_21119**

DATE SIGNED