FORM_Legal_Contract_-_REV._6.11.2025.pdf

SHRA Standard Contract

STANDARD CONTRACT

Effective Date: (Or Upon Approval)

Expiration Date:

As of the above-written “Effective Date”, and in consideration of their mutual obligations, Agency and Contractor (as defined below) enter into this “Contract” and agree as follows:

1. “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:

SE

LE

CT

AGENCY

☐ Housing Authority of the City of Sacramento ☐ Housing Authority of the County of Sacramento

☐ Sacramento Housing and Redevelopment Agency

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

CONTRACTOR

Contractor:

Address:

Phone:

Email:

3. “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: $

ANNUAL BREAKDOWN

Contract Year Beginning Ending Amount Per Year

Year 1 $

Year 2 $

Year 3 $

Year 4 $

Year 5 $ rev. 6.11.2025

4. “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

5. “Exhibits” for this Contract are the following, which are incorporated in this Contract:

CONTRACT EXHIBITS

Exhibit No. Exhibit Title

6. Invoice and 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 one of the following methods, as indicated below:

☐ Monthly Payment: One payment of $__________ or _____ % of the Contract Price shall be made on the

____ day of each calendar month.

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

☐ Attachment-Based Payment: Payment shall be made according to the terms and amounts specified in Attachment ___, for Work actually and satisfactorily performed.

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

☐ 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.

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

INVOICE REMITTANCE:

SHRA Contact: Email:

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.

7. “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 Paragraph 8, 'Special Provisions,' shall take precedence over any conflicting provisions in this Contract.

Furthermore, the provisions in Attachment 1 shall take precedence over those in any other Attachment.

SPECIAL PROVISIONS AGENCY COUNSEL

There are special provisions for this contract: ☐ Yes ☐ No (if yes, please list below or attach as a separate exhibit)

8. “Conflict of Interest” the following statement describes whether or not the contractor is required to file a Fair Political Practices Commission Conflict of Interest statement.

☐ Yes ☐ No Contractor must file a Conflict of Interest Statement with Agency Clerk, unless this box is checked by Agency signatory indicating that Contractor is excluded from filing under the Agency Conflict of Interest Code.

In no event shall any member, officer or employee of Contractor, or its designees or agents, have an interest, direct or indirect, in any contract or its proceeds, for work to be performed in connection with Agency program assisted under this Contract during his/her tenure or for one (1) year thereafter if such member, officer or employee of Contractor, or its designees or agents exercises any functions or responsibilities with respect to this Contract. Contractor must incorporate, or cause to be incorporated, in all of its subcontracts a provision prohibiting subcontractors from having or acquiring any interest in violation of this Paragraph 9.

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

AGENCY:

By:

CONTRACTOR:

By:

Date: Date:

Name: Name:

Title: Title:

CERTIFICATION OF AUTHORITY

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. Executed in ______________________________, on _______________.

Contractor’s Signatory

20240105

ATTACHMENT 1

CONTRACT PROVISIONS

1. CONTRACT CONTENTS, PRECEDENCE AND DEFINITIONS. This Contract consists of this Contract document and all of the Attachments named in this Contract. Except for matters required by law or expressly stated otherwise in paragraph 8 “Special Provisions”, the provisions of the Attachments supersede any provisions of the body of this Contract with which they conflict.

Furthermore, the provisions of Attachment 1 supersede any other Attachment with which it may conflict. Unless otherwise defined in this Attachment 1, capitalized terms shall have the definitions stated in this Contract.

2. SCOPE OF WORK. Notwithstanding the wording of the Scope of Work, unless a Task/Obligation is expressly described in the Scope of Work as one that is not mandatory, each Task/Obligation provided in the Scope of Work is the mandatory obligation of the Performing Party, and it must be completed on or before its respective Deadline. As the context indicates the Task/Obligation must be performed at or delivered to the Location stated in the Scope of Work.

3. CONTRACT TERM AND TIME OF PERFORMANCE. The “Contract Term” shall begin on the date of this Contract and shall end at 5:00 p.m. on the Expiration Date or upon completion of all Task/Obligation provided in the Scope of Work, whichever shall first occur.

a) Certain of the Contract requirements, as expressly stated in this Contract, shall survive the Term.

b) Contractor acknowledges that it is not entitled to compensation for any work done or costs incurred prior to the Effective

Date or subsequent to the Expiration Date. This contract cannot be revived, amended or extended by agreement made after the Expiration Date.

4. COMPENSATION, REIMBURSEMENT AND METHOD OF PAYMENT. Notwithstanding any other provision of this Contract, the parties agree that the total compensation and reimbursement for all services and expenses required during the term of this Contract shall not exceed the Contract Price. Agency shall pay Contractor in the amounts and at the times specified in the Payment Schedule. 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.

5. INSURANCE COVERAGE REQUIREMENTS. During the Term, Contractor must maintain the following insurance coverage from insurance providers licensed to do business in California and having an industry rating that is acceptable to Agency.

Failure to maintain the required insurance is a material breach of this Contract. Before beginning any work under this Contract, Contractor must provide Agency with certificates of insurance or copies of the insurance policies demonstrating the required coverage, and the required endorsements naming “the Sacramento Housing and Redevelopment Agency and its constituent entities” as an additional insured. Contractor must ensure that such certificates and endorsements are in a form acceptable to Agency and reflect fulfillment of all of the requirements of this Contract. Contractor must ensure that the coverage afforded under the policies can only be canceled after thirty (30) days prior written notice to Agency of the pending cancellation.

Contractor must mark such notice to the attention of Agency’s Procurement Services Office at the following address:

SACRAMENTO HOUSING & REDEVELOPMENT AGENCY

801 12th Street – Procurement Services (PS) Sacramento, California 95814

a) The required insurance coverage is the following: (i) Two Million Dollars ($2,000,000) or more of comprehensive general liability coverage using ISO “Commercial General Liability” policy form CG 00 01, with limits of no less than One Million Dollars ($1,000,000) per occurrence for all covered losses and Two Million Dollars ($2,000,000) general aggregate and having a deductible of Twenty-five Thousand Dollars ($25,000) or less; (ii) if motor vehicles are used in connection with this Contract, One Million Dollars ($1,000,000) or more of automobile liability coverage having a deductible of Five Thousand Dollars ($5,000 ) or less; (iii) A state approved Workers Compensation and Employers Liability Insurance policy providing benefits as required by law with employer’s liability limits no less than One Million Dollars ($1,000,000) per accident or disease, which covers all employees of the contractor and each and every subcontractor; (iv) five million dollars ($5,000,000.00) or more of Professional Liability Insurance; and (v) cyber liability insurance to cover breaches of data security in the amount of at least one million dollars ($1,000,000). On the Commercial General Liability and Automobile Liability Insurance policies; the “Sacramento Housing and Redevelopment Agency and its constituent entities” shall be listed as additional insureds. Contractor shall provide the appropriate Endorsement Pages for the General and Automobile Liability policies in addition to the insurance certificate. Certificates of Insurance alone will not be accepted by the Agency.

b) All insurance certificates and the underlying policies shall each contain a provision stating that coverages afforded under the policies can only be cancelled after thirty (30) days prior written notice has been given to Agency of the pending cancellation and within ten (10) days for non-payment. A current certificate of insurance shall be maintained at the Agency Procurement Services Office, 801 12th Street, Sacramento, CA. 95814, during the term of this Contract.

Contractor’s Initials

c) Contractor is in material breach of this Contract for so long as Contractor fails to maintain all of the required insurance.

Agency has the right, but not the obligation, to pay any delinquent insurance premiums and any other charges to reinstate or maintain the required insurance policies and coverage. Upon Agency’s demand, Contractor must immediately reimburse Agency for any and all costs incurred by Agency in so obtaining and/or maintaining insurance. If Agency does incur such costs, Agency shall have the right to withhold such amount from any payment due to Contractor under this Contract and to reduce the compensation payable to Contractor under this Contract by such amount.

6. INDEMNIFICATION. Except to extent of active negligence, willful misconduct or gross negligence 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 the Contract, whether caused, in whole or part, by an intentional act, negligent act or omission by Contractor, its officers, employees, or agents.

7. 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.

8. 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 with regard to 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. TERMINATION OF CONTRACT 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 been 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.

10. 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.

11. CHANGES. Agency may, from time to time, request changes in the Scope of Work to be performed by Contractor. Such changes, including any increase or decrease in Contractor's compensation, must be agreed to in writing by both Agency and Contractor.

12. PERSONNEL, FACILITIES AND EQUIPMENT. Contractor represents that it has, or will, secure at its sole cost and expense all personnel, facilities and equipment required in performing the Tasks/Obligations under this Contract. Such personnel must not be Agency employees or have any contractual relationship with Agency, except with Agency’s prior written approval.

a) All the Tasks/Obligations will be performed by Contractor or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state and local law to perform the Tasks/Obligations.

b) No person who is serving a sentence in a penal or correctional institution shall be employed or work on this Contract.

13. SUBCONTRACTING. Contractor must not enter into any subcontract for performance of the Tasks/Obligations without the prior written consent of Agency. In any event, Contractor shall be as fully responsible to Agency for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by such subcontractors as Contractor is for the acts and omissions of persons it directly employs. In any event, Contractor must insert in each subcontract appropriate provisions requiring compliance with the labor standards provisions, insurance and other relevant provisions of this Contract.

14. INTERESTS OF OFFICIALS. No member of the governing body of Agency, and no officer, employee or agent of Agency who exercises any functions or responsibilities in connection with carrying out the Project to which this Contract pertains, shall have any personal interest, direct or indirect, in this Contract. No member of the governing body of the locality in which the Project is situated, and no other public official of such locality, who exercises any functions or responsibilities in the review or approval of the carrying out of the Project to which this Contract pertains shall have any personal interest, direct or indirect, in this Contract. If federal funds are expended by Agency for this Contract, no member of or delegate to the Congress of the United States, and no commissioner of Agency who meets the requirements of a tenant commissioner pursuant to Health and Safety Code section 34290(c), shall be admitted to any share or part of this Contract or to any benefit arising from this Contract.

Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in any portion of the Project to which this Contract pertains, or any other interest which would conflict in any manner or degree with the performance of its services under this Contract. Contractor further covenants that in the performance of this Contract no person having any such interest shall be employed by Contractor.

15. CONFLICTS OF INTEREST STATEMENT. Contractor shall, upon Agency request, complete and submit a conflict of interest statement to Agency in form approved by Agency.

16. 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.

17. 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

18. COMPLIANCE WITH LAWS. Contractor must comply with all applicable laws, ordinances and codes of the federal, state and local governments, and must commit no trespass on any public or private property in performing the Tasks/Obligations.

19. 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.

20. ASSIGNABILITY. Contractor is prohibited from assigning, and waives all rights to assign or transfer, any interest in this Contract without the prior written approval of Agency. Any purported assignment of any of Contractor’s rights and obligations under this Contract without the prior written consent of Agency is void ab initio and is a material breach of this Contract.

21. AGENCY COOPERATION. Agency will reasonably cooperate with Contractor regarding this Contract. As and when requested by Contractor, Agency will furnish to Contractor any and all pertinent information which Agency may possess during the time of performance of Contractor's duties under this Contract.

22. 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.

23. PRIVACY. Contractor agrees to comply with the Federal Privacy Act of 1974 (the Act) and Agency rules and regulations issued under the Act

24. 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.

25. CONTRACT CONSTRUCTION AND ENFORCEABILITY. The existence, validity, construction and operation of this Contract, and all its representations, terms and conditions shall conform to the laws of the State of California, exclusive of its conflict of law rules. Throughout this Contract, the use of singular and plural forms, or the various gender forms, shall each include the other as the context may indicate. f any provision of this Contract is held, in whole or in part, to be unenforceable for any reason, the remainder of that provision and the entire Contract will be severable and remain in effect.

26. NOTICES. Any notices, invoices, or reports required by this Contract shall be sufficient if sent by the parties through the United States Postal Service, postage paid, to the address of the other party as indicated in this Contract.

27. ENTIRE CONTRACT. This Contract contains the entire agreement of the parties. No other agreement, statement or promise made on or before the date of this Contract will be binding on the parties. No changes to this Contract are valid unless they are made by written amendment duly executed by the parties.

28. VENUE. Unless otherwise agreed in writing by the parties, the venue for all actions related to this Contract is Sacramento County, California.

ATTACHMENT 2

FEDERAL REQUIREMENTS

The following provisions shall be applicable to this Agreement and binding on Contractor and Agency only if all or part of the funds to be paid for work performed under this Agreement are provided by the United States Department of Housing and Urban Development (other than Community Development Block Grant funds) or some other funding program of the federal government. In the event of a dispute as to the applicability of any of the following provisions to Contractor’s work under this Contract, Agency’s decisions shall be final.

1. DEFINITIONS. For purposes of this contract and in addition to definitions made elsewhere in this contract, the following quoted words and phrases contained in this Contract shall have the following meanings

a) The “Act” is the federal Housing and Community Development Act of 1974, as amended.

b) “Cost Objective” generally means a service, program, project or activity in which costs can be assigned to and measured from. See 2 CFR §200.28.

c) “Allocable Costs” are particular to a Federal award or other cost objective if the goods or services involved are chargeable or assignable to that Federal award or cost objective in accordance with relative benefits received. See 2 CFR §200.405.

d) “Direct costs” are those costs that can be identified specifically with a particular final cost objective or other internally or externally funded activity, or that can be directly assigned to such activities relatively easily with a high degree of accuracy. See 2 CFR §200.413.

e) “Indirect costs” means those costs incurred for a common or joint purpose benefitting more than one cost objective and not readily assignable to the cost objectives specifically benefitted without effort disproportionate to the results achieved. See 2 CFR §§ 200.56, 200.413, and 200.414.

f) “Reasonable Costs” include costs that are generally recognized as ordinary and necessary for the operation or efficient performance of the contract or award and do not exceed that which would be incurred by a prudent person under the circumstances prevailing at the time the decision was made to incur the cost. See 2 CFR §200.404.

2. ANTI-KICKBACK RULES. Monthly, or more often, Contractor must, without condition, pay the salaries of architects, draftsmen, technical engineers and technicians performing work under this Contract. Such payments shall be made without deduction or rebate, excepting only such payroll deductions as are mandatory by law or permitted by applicable regulations issued by the Secretary of Labor pursuant to the "Anti-Kickback Act" of June 13, 1937 (Title 18 U.S.C., Section 874).

Contractor shall comply with all applicable "Anti-Kickback" regulations and shall insert appropriate provisions in all subcontracts covering work under this Contract to ensure compliance by subcontractors with such regulations. Contractor shall be responsible for the submission of affidavits required of subcontractors under this Contract, except for such variations or exemptions as the Secretary of Labor may specifically allow.

3. WORK HOURS. Contractor must comply with the provisions of the Contract Work Hours and Safety Standards Act (40 U.S.C. Sections 3701-3708) and must cooperate with Agency in implementing and enforcing the provisions of such Act.

Among other requirements of the act, Contractor must pay not less than one and one-half times the basic rate of pay for the work of Contractor's employee in excess of eight hours in one day or forty hours in one week, in the performance of this Contract. Contractor must insert appropriate provisions in all subcontracts covering work under this Contract to ensure compliance with such Act. Contractor must meet and cooperate with Agency's Labor Compliance officer to assure compliance with such Act.

4. WITHHOLDING OF SALARIES. If, in the performance of this Contract, there is any underpayment of salaries by Contractor or by any subcontractor, Agency must withhold from Contractor out of payments due to him or her any amount sufficient to pay employees underpaid the difference between the salaries required under this Contract to be paid and the salaries actually paid such employees for the total number of hours worked. The amounts withheld shall be disbursed by Agency for and on account of Contractor or subcontractor to the respective employees to whom they are due.

5. CLAIMS AND DISPUTES PERTAINING TO SALARY RATES. Claims and disputes pertaining to salary rates or to classification of architects, draftsmen, technical engineers and technicians performing work under this Contract must be promptly reported in writing by Contractor to Agency for the latter's decision which shall be final with respect thereto.

6. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS:

a) Contractor will send to each labor union or representative of workers with whom he or she has a collective bargaining agreement or other contract or understanding, a notice to be provided by Agency, advising the labor union or workers’ representative of Contractor's commitments under Section 202 of Executive order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

b) ii. Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor.

c) Contractor will furnish all information and reports required by Executive Order No. 11246 of

September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his or her books, records and accounts by Agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.

7. ECONOMIC OPPORTUNITY EMPLOYMENT REQUIREMENTS. The following is applicable to all contracts related to the project which is the subject of this Contract.

a) The work to be performed under this Contract is on a project assisted under a program providing direct federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. §1701u. Section 3 requires that, to the greatest extent feasible, opportunities for training and employment be given to lower-income residents of the project area and contracts be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the area of the project.

b) The parties to this Contract will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 CFR 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of this Contract.

c) The contract requires that, to the greatest extent feasible, opportunities for training and employment be given to lower-income residents of the project area.

d) The parties to this Contract certify and agree that they are under no contractual or other disability which would prevent them from complying with these requirements.

e) Contractor will send to each labor organization or representative of workers with which he or she has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or workers' representative of his or her commitments under this Employment Clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training.

f) Contractor will include this Employment Clause in every subcontract for work in connection with the project.

g) Each Contractor or subcontractor undertaking work in connection with a Section 3 covered project must fulfill its obligation to utilize lower-income project area residents as employees to the greatest extent feasible by:

i. Identifying the number of positions in the various occupational categories including skilled, semi-skilled, and unskilled labor, needed to perform each phase of the Section 3 covered project;

ii. Identifying the positions described in Paragraph (1) of this Section, the number of positions in the various occupational categories which are currently occupied by regular, permanent employees;

iii. Identifying the positions described in Paragraph (1) of this Section, the number of positions in the various occupational categories which are not currently occupied by regular permanent employees;

iv. Establishing the positions described in Paragraph (3) of this Section, a goal which is consistent with the purpose of this subpart within each occupational category of the number of positions to be filled by lower income residents of the Section 3 covered project area; and

v. Making a good faith effort to fill all of the positions identified in Paragraph (4) of this Section with lower income project area residents, first and foremost, through the First Source Program.

vi. Making a good faith effort to fill the positions identified in Paragraph (4) of this Section with lower-income project area residents.

8. DAVIS-BACON ACT. Unless expressly indicated otherwise in this Contract, if this Contract is for construction, alteration, or repair (including painting and decorating) of public buildings or public works, Contractor must comply with the provisions of the Davis-Bacon Act (40 U.S.C. §3142) and all rules, regulations and orders promulgated under said Act. Among other provisions, said act establishes minimum wages and fringe benefits; prohibits deductions or rebates from payments; provides for the withholding of funds to assure compliance with wage provisions; and provides for the termination of this Contract and debarment of the Contractor for failure so to comply.

9. CONFLICT OF INTEREST. No member, officer or any employee of Contractor, or its designees or agents, who exercises any functions or responsibilities with respect to the program during his or her tenure or for one (1) year thereafter, shall have an interest, direct or indirect, in any contract or its proceeds, for work to be performed in connection with the program assisted under this Contract. Contractor must incorporate, or cause to be incorporated, in all subcontracts a provision prohibiting such interest pursuant to the purposes of this Section.

10. DISCRIMINATION BECAUSE OF CERTAIN LABOR MATTERS. No person employed on the work covered by this Contract shall be discharged or in any way discriminated against because he or she has filed any complaint or instituted or caused to be instituted any proceeding or has testified or is about to testify in any proceeding under or relating to the labor standards applicable to his or her employer under this Contract.

11. RECORDS, REPORTING AND MONITORING. Agency may monitor the adequacy of Contractor’s performance in any manner which Agency deems most effective. Contractor must cooperate with Agency in such monitoring. Contractor must keep all necessary books and records, including loan documentation and financial records, in connection with the operation and services performed under this Contract and must document all transactions so Agency may properly audit all expenditures made pursuant to this Contract. Contractor must maintain and preserve all records related to this Contract in its possession for a period of three

(3) years from the completion date of this Contract, unless otherwise directed by Agency. All books, records and accounts kept by Contractor in connection with the performance of this Contract shall be made available for inspection by representatives of the federal government and/or Agency staff as required to monitor or audit the program.

In addition to the reports specified in this Contract, Contractor shall retain the records required by the applicable provisions of 24 CFR §570.506 and provide the Agency with the reports required pursuant to 2 CFR §§ 200.328, 200.333, and 200.343, and such other records and reports as the Agency may reasonably require in the administration of this Contract. Contractor shall keep all other necessary books and records, including property, personnel, loan documentation and financial records, in connection with the operation and services performed under this Contract, in accordance with the provisions of Executive Order 11246 and 2 CFR §200.333. Contractor shall conduct audits in accordance with 2 CFR, Part 200, Subpart F. Contractor shall document all transactions sufficiently for Agency to properly monitor and audit all expenditures made pursuant to this Contract.

12. DRUG FREE WORKPLACE. Contractor must comply with the Drug-Free Workplace Act of 1988 (final rule published on May 25, 1990) and Agency's policies and rules promulgated under the Act. Contractor must obtain such policies and rules from the Agency

13. RESEARCH AND DEVELOPMENT (R & D). Funds may not be used for R & D. R & D means all research and development related activities, both basic and applied, that are performed by non-Federal entities. See 2 CFR §200.87 for additional information on R & D.

14. COSTS. All costs must be must be necessary and reasonable for the performance of the federal award and be allocable thereto under these principles per 2 CFR §§ 200.403 and 404. Classifying a particular cost as direct or indirect depends on whether it can be identified directly with a cost objective (such as a project or activity) without disproportionate effort. All costs must comply with 2 CFR Part 200, Subpart E-Cost Principles (2 CFR §§ 200.420-200.475).

The contractor may elect, but is not required, to charge for indirect costs. If the contractor chooses to charge for indirect costs, the maximum indirect cost rate is 10% (de minimis), unless an indirect cost rate has been previously negotiated with and approved by the agency which is the federal agency responsible for reviewing, negotiating and approving cost allocation plans or indirect cost rate proposals. The negotiated rate must be accepted by all federal awarding agencies.

15. FOOD, TRAVEL AND ENTERTAINMENT. Travel costs may include expenses for transportation, lodging and subsistence, and are only allowable for employees who are in travel status on official business and approved as part of this contract or with prior written approval and are specifically related to this contract. Costs must be considered reasonable and must not exceed charges allowed by contractor’s Out of Town Travel Policy. See 2 CFR §200.474 for additional information on travel costs and www.shra.org for the Out of Town Travel Policy.

The costs of entertainment, including amusement, diversion and social activities and any associated costs are not allowed except where specific costs that might otherwise be considered entertainment have a programmatic purpose and are authorized either in the approved budget for the federal award or with prior written approval. All entertainment costs must comply with 2 CFR §200.438. In addition, the costs of alcoholic beverages are not allowed under 2 CFR §200.423.

16. BUILD AMERICA, BUY AMERICA. Contractor must comply with the requirements of the Build America, Buy America (BABA) Act, 41 USC 8301 note, and all applicable rules and notices, as may be amended, if applicable to the Contractor’s project. Pursuant to HUD’s Notice, “Public Interest Phased Implementation Waiver for FY 2022 and 2023 of Build America, Buy America Provisions as Applied to Recipients of HUD Federal Financial Assistance” (88 FR 17001), any funds obligated by HUD on or after the applicable listed effective dates, are subject to BABA requirements, unless excepted by a waiver.

17. CHANGES IN LAWS AND REGULATIONS. In the event an applicable law or regulation is modified or eliminated, or a new law or regulation is adopted, the revised law or regulation shall automatically supersede the contract’s scope of work and any attachments. The most current exhibits, laws and regulations will be posted at www.shra.org.

18. OTHER FEDERAL REQUIREMENTS. Agency must provide Contractor with all relevant program information regarding the federal programs having jurisdiction over this Contract. Agency must assist Contractor in the interpretation of the requirements of such programs. Contractor shall be considered to be familiar with the requirements of such programs and shall comply with such requirements.

http://www.shra.org/

ATTACHMENT 3

OUTSIDE COUNSEL BILLING REQUIREMENTS

The Agency relies on and appreciates the quality and efficiency of the professional services provided by the attorneys and law firms we engage. Our objective is to obtain superior legal services in the most cost-effective manner possible. These Outside Counsel Billing Requirements (“Requirements”) help us achieve that objective and discharge that duty. Failure to comply with these Requirements is likely to result in the reduction or nonpayment of invoices. By submitting an invoice to the Agency, counsel is affirmatively representing and certifying that its billing complies with these Requirements.

I. Prior Approval

An attorney employed in the Agency’s General Counsel’s Office (“Agency Counsel”) must authorize all outside counsel services before work commences.

II. Assignment Staffing

1. Outside counsel must obtain Agency Counsel approval before assigning any specific attorney or other biller to work on an Agency matter.

2. Outside counsel should staff matters in the most efficient and cost effective manner. Attorneys assigned to Agency matters must have the level of skill and experience necessary to perform the assigned tasks. Agency will not pay for time required for an attorney to become competent in the subject area(s) for which the law firm was retained.

3. Whenever possible, outside counsel should assign tasks to a less expensive biller if there will be no loss in competency or efficiency.

4. Unless Agency Counsel agrees in advance, the number of firm attorneys working on a specific matter must not exceed the following:

Transactional Matters (e.g., real estate transactions, public financing, and procurement): For transactional matters, no more than three attorneys, with no more than one being a “Junior Attorney,” which is defined for the purposes of this agreement as an attorney with less than 4 years of attorney experience. These individuals must be identified in writing and approved by Agency Counsel at the outset of the engagement. This pre-approval may be obtained either as the need arises or through the budget process (discussed below).

Litigation Matters: For routine litigation matters (e.g., tenant and leasing disputes), no more than one attorney. For complex litigation matters, or matters with more than $25,000 at issue, no more than three attorneys, with no more than one being a Junior Attorney. These individuals must be identified in writing and approved by Agency Counsel at the outset of the engagement. This pre-approval may be obtained either as the need arises or through the budget process (discussed below).

All Other Matters: For all other matters, no more than two attorneys, with no more than one being a Junior Attorney.

These individuals must be identified in writing and approved by Agency Counsel at the outset of the engagement. This pre-approval may be obtained either as the need arises or through the budget process (discussed below).

5. Two or more billers should not perform the same task on a matter when one biller would be sufficient. Generally, only one attorney should bill for attending trials, arbitrations, mediations, depositions, meetings, conferences, and the like, without an Agency Counsel’s prior written approval.

6. If outside counsel needs to increase the number of billers assigned to a matter due to staff departures, an unforeseen increase in the scope of the work, or for any other reason, counsel must obtain Agency Counsel’s prior written approval. In such instances, the firm should not bill for the new biller to obtain familiarity or fluency on the matter.

7. All firm personnel billing on an Agency matter must either be a partner or shareholder of the firm or a firm employee.

Counsel must obtain Agency Counsel’s prior approval to retain contract or temporary personnel to work on an Agency matter. In such instances, the Agency will not pay more than the firm’s cost of such personnel plus a nominal markup for overhead.

8. Clerical, secretarial, and administrative work is part of law office overhead and cannot be billed to the Agency, regardless of who performs it.

9. On litigation matters, Agency expects lead counsel to personally perform the following tasks: depose party witnesses, critical witnesses and experts; prepare critical witnesses for deposition and trial; prepare for and attend critical Agency depositions, mediations, settlement conferences, and arbitrations; confer with Agency Counsel on litigation and trial strategy; and fulfill other responsibilities as Agency Counsel requests. If lead counsel cannot personally perform these tasks, lead counsel must discuss the matter with Agency Counsel well in advance of the scheduled date.

III. Billing Format

1. Invoices must itemize all work performed on a matter in chronological order by individual task or activity.

2. Invoices must reflect activity for only one case or matter.

3. If numerous tasks are undertaken in one day, each task must be separately identified with a specific time for performing that task. “Block billing,” i.e., combining into one time entry several different tasks performed by a biller during a single period, is not acceptable.

4. Each entry on an invoice must include a detailed description of the task and/or activity to enable Agency to determine its purpose and necessity. Generic descriptions such as the following are not acceptable: “attention to file,” “review correspondence,” “interoffice conference,” “review documents,” “work on [project/case/file],” “prepare for meeting,” “prepare discovery,” “trial preparation,” and any other nondescript activity. Billing entries for telephone calls and meetings must specify the participants and the subject matter discussed.

5. Billing entries must be for the actual amount of time expended on the task to the nearest tenth of an hour. Agency will not pay for quarter hour entries or for minimum fixed times for specified tasks, such as a minimum of “0.3 hours” on a task regardless of the actual time spent on it.

6. Invoices must be for services provided by month, and must include not only the monthly billing totals and totals per assignment, but also the total billed to date for the contract year.

IV. Scope of Services

1. As stated, Agency will only pay for services it has specifically requested. The Agency’s General Counsel’s Office is counsel’s sole guide as to the Agency’s interests. This applies to the commencement of new matters, assignments, and contracts with third parties, as well as to litigation strategy.

1. In litigation matters, counsel should not file any significant pleading or paper without first obtaining Agency Counsel’s approval. Counsel should also not conduct significant research (more than 2-3 hours of attorney time), or draft any pleadings, briefs, or internal or external memoranda, without first obtaining Agency Counsel’s approval.

2. All Agency matters must be treated as confidential. Unless the Agency’s General Counsel’s Office expressly agrees otherwise, outside counsel should not speak to the media about Agency matters. If counsel is contacted by the media or otherwise becomes aware that the matter counsel is handling has attracted or will attract media attention, counsel must immediately notify Agency Counsel.

3. Counsel must maintain the highest ethical and professional standards when working on Agency matters. This includes establishing and maintaining cordial and professional working relationships with opposing counsel, the judiciary, third parties, and anyone else with whom counsel interacts.

4. Counsel must identify and disclose to the Agency’s General Counsel’s Office any existing or prospective engagement for another client that could create an actual or potential conflict of interest with counsel’s representation of the Agency. The Agency maintains complete discretion to waive a conflict if counsel requests such a waiver. No such conflict waiver is valid unless it is in writing and signed by Agency Counsel.

V. Legal Fees

All rates must be negotiated during the contracting process. The Agency does not consent to and will not pay unilateral fee increases, annual or otherwise.

VI. Right to Audit

Agency reserves…