SPS 2026-2 Refuse Collection With Attachments 1.pdf

MIDDLETOWN, CONNECTICUT

SMALL PURCHASE SOLICITATION (SPS) 2026-2 FOR

REFUSE COLLECTION

CONTENTS:

Section 1: Introduction, Questions & Communication, Submission, Evaluation, and Award

Section 2: General Terms and Conditions

Section 3: Scope of Services

Section 4: Evaluation of Proposals

Section 5: Price Proposal Form

Section 6: Acknowledgement of Addenda (Signature Required)

Section 7: Contractor Information (Signature Required)

ATTACHMENTS:

• Acknowledgement of Addenda (list all issued addenda, signature required)

• Sample Contract

• Special Conditions

• HUD Form 5369-B

• HUD Form 5369-C

• Section 3 Contractor Compliance Commitments and Statement of Compliance

SCHEDULE OF EVENTS:

Solicitation Issuance June 1, 2026

Last Day for Questions Thursday, June 18, 2026, by 2:00 pm

Proposal Due Date/Responses Due Thursday, July 2, 2026, by 2:00 pm

Award/Contract Effective On or around week of July 13, 2026

[BONDS ARE NOT REQUIRED FOR THIS SOLICITATION]

SECTION 1: INTRODUCTION, QUESTIONS & COMMUNICATION, SUBMISSION,

EVALUATION, AND AWARD

1.1 Introduction

The Housing Authority of the City of Middletown, Connecticut (MHA), is publishing this Small Purchase Solicitation

(SPS) seeking to contract with one vendor (the “Contractor”) to provide timely, consistent and cost-effective refuse, recycling, bulky waste removal and related services at several multi-family, low rise apartment, high-rise apartment and commercial spaces within the City of Middletown on an "as needed, when needed" basis. Any obligations of those submitting responses in response to this SPS (“Respondents”) continue to be obligations of Contractor(s) when awarded.

Awards will be based on price and other factors as described in this SPS.

1.2 Questions and Communication

All questions must be put in writing to the SPS Contact named below no later than the date and time indicated on the cover of this SPS as the Last Day for Questions. MHA goal is to assure that all respondents have access to the same information concerning this SPS. MHA needs sufficient time to post questions and answers in an addendum to this SPS.

MHA reserves the right to use its discretion in issuing addenda for questions and answers; only those questions and answers which might materially affect a vendor’s response will result in an addendum.

The respondent must check MHA’s website, www.middletownha.org, to acquire addenda MHA may issue for this SPS.

NOTE: Any solicitation or lobbying directed at any MHA staff, or any Board of Commissioners member, is prohibited and is grounds for disqualification of the respondent’s proposal.

MHA’s sole SPS Contact:

Ben Bare

Contracting Officer

40 Broad Street

Middletown, CT 06457

Email: bids@middletownha.org

1.3 Response Deadline and Delivery

The respondent must email its full proposal to bids@middletownha.org, on or before the date and time indicated on the cover page of this SPS. No mailed originals will be accepted.

1.4 Proposal Format

To ensure proper electronic receipts and handling of responses, the respondent shall use the following file naming convention: the respondent’s name, hyphen, SPS number, hyphen, and the services solicited.

Naming Convention Example:

Good Services, LLC - SPS 2025-20 - General Contractor Services

The respondent’s failure to use MHA’s naming convention may result in the loss, misplacement, or rejection of the respondent’s proposal.

The respondent must include the following with its response:

Client References

Include three (3) references for which the respondent has provided a similar scope of work. Include contact name, address, and phone number.

Provide professional licensing/certifications of key staff and subcontractors who will be involved in the work.

MHA does not permit staff or subcontractor substitutions after award without prior written approval of MHA.

Indicate the primary physical location from which staff will be providing respondent’s services.

Technical Proposal

Submit a detailed response to SPS Section 3, Scope of Services. Address the scope items in the same order as they appear in the SPS. Include a description of the respondent’s ability to perform in a manner that demonstrates evidence of the respondent’s knowledge and experience. The respondent may reply “NO RESPONSE” to any scope of service that the respondent does not want to provide.

Fee Proposal

Include a complete Fee Proposal indicating any and all costs associated with the services proposed to fulfill the terms of the contract. Include hourly billing rates for key staff and identify any and all items that are billable expenses.

In addition:

• MHA does not permit cost-plus-a-percentage-of-cost fee structures.

• MHA treats administrative subcontractor markups as a cost-plus fee structure, which it does not permit.

• MHA does not permit charging travel costs and other incidental expenses.

Contractor shall pay any and all costs not specifically provided for in this proposal.

1.5 Pricing Period

MHA requires all offers to be firm for a period of ninety (90) days following the SPS due date.

1.6 Right to Verify Information

MHA may verify any and all information provided in each response. If MHA finds evidence of false or misleading information, MHA may reject the respondent’s submittal.

1.7 Respondent’s Qualifications

MHA may make such investigations it deems necessary to determine the ability of the respondent to perform the services outlined in the scope of work. If requested, the respondent shall provide MHA with all such information and data for this purpose. MHA reserves the right to reject any response if the evidence submitted by or derived from an investigation fails to satisfy MHA that the respondent has the capacity to perform the obligations of the contract and to complete the work specified in this SPS.

1.8 Security

If respondent’s proposal references terms and conditions or clauses in a license, subscription, maintenance, support, or similar agreement, including via an internet link or uniform resource locator address, that conflict with the terms of this contract, the additional terms and conditions or conflicting clauses are not binding on MHA, and the provisions of this contract governs. Further, no such terms and conditions or clauses expand MHA’s liability or reduce MHA’s rights.

1.9 Award

MHA may award a contract to the respondent whose proposal is deemed most advantageous to MHA. MHA may award more than one contract. Further, MHA may administer the contract in the manner that is most advantageous to it, taking into consideration cost effectiveness, efficiency, and practicality. MHA’s contract administration may include assigning work on a rotational basis, or by dividing tasks among awardees. MHA may make a “no award” on all or any part of this

SPS, and to negotiate the extent of services provided (upward or downward).

MHA may make a partial or a full award of the services requested. The respondent’s obligations continue to be obligations of the contractor when awarded. MHA makes awards based on an evaluation of price and of other factors described in this SPS.

An award is not an exclusive contract and there is no guarantee as to the amount of work to be assigned for any particular period of time. MHA may seek separate solicitations for major projects or for assignments not covered by the Scope of

Services.

1.10 Conditions of Contract

This SPS, including all attachments and linked terms and conditions, together with the respondent’s proposal form the entire agreement between the respondent and MHA. MHA does not permit modifications to the Sample Contract attached to this SPS.

If MHA requires additional services that have not been awarded, MHA may seek the services in the open market.

The person signing the response on behalf of the bidder must be authorized to commit the respondent in contractual matters.

MHA encourages responses from all small businesses including Section 3 companies located in or owned by persons residing in a public housing development, and minority or woman owned businesses.

The respondent shall have authorized the person signing a proposal to commit the respondent in contractual matters, and to conduct negotiations on behalf of the respondent.

1.11 Funding

MHA’s award is contingent upon continued funding from one or more sources, including federal funds. In the event that sufficient funds are not available at any time during the contract term, MHA may cancel the contract. In such event, MHA will pay the contractor for satisfactory services provided to date of contract termination.

1.12 Subcontracting

The contractor shall not assign, subcontract, or transfer any interest in an awarded contract without the prior written consent of MHA.

1.13 Availability

The contractor shall have one or more people available during normal business hours to address any MHA problems or complaints related to the awarded contract.

1.14 Federal Section 3 Requirements and Other Socio-Economic Consideration

The purpose of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) as amended by the

Housing and Community Development Act of 1992 (HUD Section 3), is to ensure that employment and other economic opportunities generated by certain U.S. Department of Housing & Urban Development (HUD) financial assistance provided to MHA, to the greatest extent feasible, and consistent with existing Federal, State, and local laws and regulations, are directed to Low-Income and Very Low-Income persons, particularly those who are recipients of government assistance for housing, and to business concerns that provide economic opportunities to Low-Income and

Very Low-Income persons.

The contract resulting from this solicitation is subject to the terms of Section 3. The respondent shall submit the attached

Section 3 Contractor Compliance Commitments and Statement of Compliance with its response. In addition to HUD

Section 3, MHA encourages responses from small businesses including minority- and women-owned businesses.

The provisions of HUD Section 3 are incorporated into this contract by reference.

SECTION 2: GENERAL TERMS AND CONDITIONS

1. SIGNED RESPONSE CONSIDERED AN OFFER: Receipt of a signed response is considered a binding offer by the respondent, who shall keep offers open for a period of 90 days from the date responses are due. In the event of withdrawal after response submission, MHA may take such action as it deems appropriate including legal action for damages or specific performance.

2. CHANGES: MHA has the right, at any time, to increase or decrease the scope of “Work” contained in this SPS to meet increased or decreased needs.

3. AVAILABILITY OF FUNDS: Any and all payments to the contractor are deemed binding only to the extent of funds appropriated for the purpose set forth in this SPS.

4. NON-DISCRIMINATION: The contractor shall not discriminate against any individuals and will take active measures to assure compliance with all Federal and State and MHA requirements concerning fair employment, employment of people with disabilities, and concerning the treatment of all employees without regard to discrimination based upon age, race, color, religion, sex, national origin, or disability.

5. ADVERTISING: In submitting a response to MHA, the respondent agrees not to use the results of their response as a part of any commercial advertising without prior approval of MHA.

6. CONFIDENTIALITY OF RESPONSES: In submitting a response, the respondent agrees not to discuss or otherwise reveal the contents of its response to any source outside of MHA until after the award of the contract. MHA may disqualify the respondent not in compliance with this provision. Only discussions authorized by MHA are exempt from this provision.

7. ELABORATE RESPONSES: Elaborate responses in the form of brochures or other presentations beyond those necessary to present a complete and effective response are not desired.

8. COST FOR RESPONSE PREPARATION: Any costs incurred by the respondent in preparing or submitting a response are the respondent’s sole responsibility. MHA will not reimburse the respondent for any costs incurred prior to MHA awarding the contract.

9. RIGHT TO SUBMITTED MATERIAL: All responses, inquiries, or correspondence relating to or in reference to this

SPS, and all other reports, charts, displays, schedules, exhibits, and other documentation submitted by the respondent become the property of MHA when received.

10. COLLUSIVE ACTIVITY: The respondent’s signature on the response is a guarantee that the prices quoted have been arrived at without collusion with other eligible respondents and without an effort to preclude MHA from obtaining the lowest possible competitive price.

11. ERRORS AND OMISSIONS: The respondent shall not take advantage of any errors or omissions in this SPS. The respondent shall promptly notify MHA of any omissions or errors found in this document.

12. INDEPENDENT INVESTIGATIONS: MHA reserves the right to make independent investigations as to the qualifications of the respondent. Such investigations may include contacting existing customers. MHA reserves the unqualified right to accept or reject any and all responses, and to waive any irregularities or deficiencies as may be permitted by law when it is deemed that such action is in the best interest of MHA.

13. REFERENCE TO OTHER DATA: Only information which is received in response to this SPS will be evaluated.

Reference to information previously submitted will not be evaluated.

14. NOTIFICATION OF AWARD: After all prerequisites and specifications have been met by the respondent and the award has been made (in the case of contract approval by MHA Board of Commissioners, award will be deemed made upon such approval), the successful respondent will be notified within ten (10) working days of this award. MHA will notify the successful respondent in writing, either by a Letter of Award or a Purchase Order or both. VERBAL NOTIFICATION

OF THE AWARD OF THE CONTRACT IS NOT CONSIDERED A RELIABLE MODE OF NOTIFICATION AND, THEREFORE, WILL NOT BE RECOGNIZED AS OFFICIAL NOTIFICATION.

15. AUTHORIZED PERSONNEL: While engaged in the performance of the services described herein, only authorized employees of the contractor are allowed at MHA locations where the services are being performed. During the performance of these services, the contractor’s employees are not to be accompanied in the work area by acquaintances, family members, associates, or any other person, not a current, authorized employee or agent of the contractor.

16. DRUG POLICY: The contractor certifies that it maintains a drug-free workplace environment to ensure worker safety and workplace integrity. The contractor further agrees its employees shall comply with MHA’s Drug-Free Workplace

Policy.

17. SAFETY: Contractor shall insure that its employees meet and maintain all applicable OSHA or other similar workplace safety and licensing requirements (i.e., asbestos certification, electrician licensing, OSHA 10 etc.) and adhere to all OSHA and other required safety standards and regulations that apply while performing their job duties. The contractor shall provide proof of licensure and compliance with all applicable safety requirements upon request by MHA.

18. CONTINUANCE OF WORK: If the contract term expires and the contractor has not completed assignments that are underway, MHA may, at its discretion, allow the contractor to complete those assignments if the following conditions are met and evidenced in writing:

1. The contractor submits a request to MHA to complete the assignments that are underway.

2. The prices in contract remain in effect until all work is completed.

3. All other contractual obligations and conditions remain the same, including insurance requirements.

4. This provision does not apply to any continuance of work which would extend the contract term (including any extensions by MHA) beyond five years from the date of contract award.

19. STATE AND FEDERAL REGULATIONS: The contractor shall perform all work in accordance with State and Federal safety regulations in regard to work zones, work areas, equipment, vehicles, tools, and supplies. The contractor shall provide all necessary and required work zone protective devices and traffic channeling devices as required under State and Federal safety regulations.

20. PUBLIC SAFETY: The contractor shall protect the safety and convenience of the general public. The contractor shall perform services as needed and necessary to protect the general public from hazards.

SECTION 3: SCOPE OF SERVICES

The Contractor shall provide all labor, equipment, materials, landfill fees and supplies necessary to collect and dispose of refuse generated by MHA and its residents. Contractor must be properly licensed and insured and must obtain all permits and registrations required by the City of Middletown and any other applicable entity or agency to perform this contract.

The Contractor shall:

1. Repair and repaint refuse containers as necessary.

2. Provide substitute refuse containers when maintenance or repair is being performed on containers normally provided.

3. The Contractor shall respond within two (2) hours to all repair and/or service calls and shall replace any refuse component of the container that requires repeated maintenance/repair service.

4. Exchange Contractor provided refuse containers at no additional cost if the Authority determines containers are unsightly, damaged or unusable.

All dumpsters must be picked up, emptied and returned on a regularly scheduled day, once per week, as agreed upon between the Contractor and MHA operations staff. Garbage and refuse spilled during collection process must be swept up and removed by the Contractor’s employees during the occurring pickup and prior to leaving the serviced location

Pick-up Issues: Many of the dumpster sites are located where access may be limited at times. When a scheduled pickup cannot be made, due to any reason, the Contractor should contact MHA operations staff the same or following work day to reschedule the pickup no later than the next day.

Dumpster enclosure damage: In the event dumpster enclosures are damaged by the Contractor’s driver, it will be the Contractor’s responsibility to pay for dumpster enclosure repairs and/or replacements.

MHA reserves the right to adjust the size, and/or number of containers on an as need basis, frequency of pickups, as well as increasing/reducing the number of locations necessary for pickup during the term of the Contract. The per additional unit cost for each container will be reflected through the issuance and approval of a written Amendment to the Contract.

Contractor must provide itemized monthly billing for each unit serviced. MHA will not pay for any missed (and not rescheduled) pickups during a billing period. Contractor may only bill for the actual number of pickups made.

Additional services: Any/all additional services will require written approval by both parties via an executed Amendment to the Contract.

The term of the awarded contract is three years, commencing on the date both parties sign the contract.

Upon satisfactory completion of the initial term of the contract, MHA may extend the term of the contract at

MHA’s sole discretion, for two additional one-year terms, at the prices initially bid by the contractor subject to the pricing clause below.

MHA shall provide the contractor with written notice of its intent to extend the contract at least ninety (90) days prior to the expiration of the then current contract term.

The Contractor warrants that the pricing stated herein will remain firm for the duration of the initial three (3) year term of the Contract. Upon receipt of notice of MHA’s intent to extend the Contract the Contractor shall have the right to request a price adjustment only during the thirty (30) days immediately following its receipt of notice. During this thirty

(30) day period, the Contractor may submit a request in writing to MHA for a price adjustment that is consistent with and relative to price changes consistent with market trends in the industry and which changes are outside of the Contractor’s control. The Contractor must fully document its request, attaching to the request, without limitation, such market data as support the re-quested adjustment. MHA may, in its sole discretion, approve or disapprove the requested adjustment, in whole or in part. Any approved adjustment shall be final and shall remain unchanged until the next renewal of the Contract.

If approved, price adjustments become effective ten (10) days after the date of the approval. The Contractor shall honor any purchase orders issued prior to the effective date of the approval at the price in effect at the time of the issuance of the purchase order.

SECTION 4: EVALUATION OF PROPOSALS

4.1 General

Responses are evaluated in accordance with MHA’s Procurement Policy.

MHA will assign an agent to review each response to this SPS to determine if it substantially complies with this SPS’s requirements and procedures. MHA will not complete its evaluation of responses that are not substantially compliant.

MHA will evaluate bids in response to this solicitation without discussions and will award a contract to the Respondent whose reply is responsive and conforming to the solicitation and will be advantageous to the MHA based on the qualifications, experience, and overall best value. Cost will not be the sole determinative factor.

SECTION 5: PRICE PROPOSAL FORM (SIGNATURE REQUIRED)

The undersigned respondent agrees to provide for the timely, efficient and healthful hauling and disposal of solid waste at each of the locations listed. All equipment is owned by MHA unless otherwise specified. Prices must include all service, dumping fees, State mandated fees for disposal of solid waste and any other items of cost not mentioned, but considered customary for such service. MHA will not pay any additional charges during the term of this contract, except as allowed for additions, deletions and increases to State mandated tipping fees. Any form of cost-plus pricing is strictly prohibited.

Price/measur e

Monthly

ADD/DELETE DUMPSTER per yard/month

ADD/DELETE PLASTIC WHEELED CONTAINER per gallon/month

ADD/DELETE COMPACTOR per yard/month

RENTAL CHARGES

DUMPSTER RENTAL per yard/month

PLASTIC WHEELED CONTAINER

REFUSE & RECYCLING SERVICES – Trash to be picked up weekly, recycles to be picked up bi-weekly. Services to be billed monthly.

PROPERTY / ADDRESS SCOPE MONTHLY PRICE

TYPE

OF

SERVIC

E

DUMPSTER OR

PLASTIC

WHEELED

CONTAINER

SIZE

QTY.

Monarca Place 1325 Randolph Road

Middletown CT 06457

Trash Twice

Weekly

6 Yard 1

Monarca Place

1325 Randolph Road Middletown CT 06457

Recycling

Once Weekly

120 Gallon Can 2

Marino Manor

1361 Randolph Road Middletown CT 06457

Trash

Twice Weekly

6 Yard 1

Marino Manor 1361 Randolph Road

Middletown CT 06457

Recycling Once Weekly

120 Gallon Can 2

Maplewood Terrace Trash

3 Times Weekly

6 Yard 3

Maplewood Terrace Recycling Once Weekly

6 Yard 1

OTHER COSTS

Cost of dumpster replacement

$ / ea.

Cost of recycling bin replacement

$ / ea.

Any additional costs not otherwise listed in the Scope of Work contained in this SPS require prior written authorization.

SECTION 6: ACKNOWLEDGEMENT OF ADDENDA (SIGNATURE REQUIRED)

The respondent has received the following Addenda, the receipt of which is hereby acknowledged:

Addendum Number __________ Date Received: __________________

(Respondent’s Name)

(Authorized Signature)

(Printed Name, Title)

MIDDLETOWN HOUSING AUTHORITY, 40 Broad Street, Middletown, CT 06457

SPS #2026-3 Automotive Service

SECTION 7: CONTRACTOR INFORMATION (SIGNATURE REQUIRED)

Owner of the Company: _________________________________________________

List the number of years in business: ___________________

Is your business full or part-time? ______________________

List the temporary workers employed on a regular basis, and their positions or titles (attach list)

Do you maintain an office that is staffed during normal daily working hours? ________

Who is MHA’s contact person for this contract?

Name: _______________________________________

E-mail Address: ________________________________

Phone Number: ________________________________

By signing and submitting this response form, the contractor certifies the following:

1. The contractor’s authorized representative is signing this proposal.

2. The contractor is compliant with all Federal, State and Local licensing requirements and will continue to maintain such compliance during the term of the contract.

3. The contractor can obtain insurance certificates as required within 10 calendar days after notice of award.

4. Fees will remain firm for the duration of the contract unless the response pricing specifically allows for price escalation and/or a price change clause is included in this SPS and is exercised in accordance with its terms.

5. All labor costs, direct and indirect, have been determined and included in the proposed cost.

6. The contractor has attended the pre-response meeting and site visits (if applicable) and is aware of prevailing conditions associated with performing these services.

7. The contractor has read and understands the conditions set forth in this response and agrees to them with no exceptions.

In compliance with this SPS and subject to all conditions herein, the undersigned offers and agrees to perform the services or deliver the goods in accordance with the specifications and conditions in this response at the prices quoted if this response is accepted within 90 days from the date it is due.

CONTRACTOR:

MIDDLETOWN HOUSING AUTHORITY, 40 Broad Street, Middletown, CT 06457

SPS #2026-3 Automotive Service

ADDRESS: ____________________________________________________________

CITY, STATE, ZIP: ____________________________________________________________

TELEPHONE: _________________________________

EMAIL ADDRESS: ____________________________________________

I, THE UNDERSIGNED, CERTIFY THAT THIS RESPONSE IS MADE WITHOUT PRIOR

UNDERSTANDING, AGREEMENT, OR CONNECTION WITH ANY OTHER

CONTRACTOR SUBMITTING A RESPONSE FOR THE SAME SERVICES, AND IS IN ALL

RESPECTS FAIR AND WITHOUT COLLUSION OR FRAUD. I AGREE TO ABIDE TO ALL

TERMS AND CONDITIONS OF THIS RESPONSE AND CERTIFY THAT I AM

AUTHORIZED TO SIGN THIS RESPONSE AS OR FOR THE CONTRACTOR.

(Respondent’s Name)

(Authorized Signature)

(Printed Name, Title)

Date: _____________________________________

RESPONDENT MUST SIGN AND INCLUDE THIS FORM IN ITS RESPONSE.

FAILURE TO PROVIDE ANY OF THE INFORMATION REQUIRED HEREIN

INCLUDING RESPONDENT SIGNATURES MAY RESULT IN THE RESPONSE BEING

DEEMED BY MHA AS NON-RESPONSIVE.

Housing Authority of the City of Middletown

Standard Form for Non-Construction Contracts (with no maintenance)

Housing Authority of the Standard Form for Small Non-Construction Contracts City of Middletown Page 1 of 1 (REV 1-2025)

STANDARD FORM FOR NON-CONSTRUCTION CONTRACTS

HOUSING AUTHORITY OF THE CITY OF MIDDLETOWN

FOR PROJECT NO:

This contract is dated ____________ and is between (“Contractor”), a Connecticut ("Contractor"), and HOUSING AUTHORITY OF THE CITY OF MIDDLETOWN, a public body corporate and politic organized and existing pursuant to Conn. Gen. Stat. §8‐40, et seq. ("HA").

The parties agree as follows:

1. CONTRACT DOCUMENTS. (a) The following documents constitute part of this contract:

(i) HA’s Special Conditions for Non-Construction Contracts, (“HA Special Conditions”);

(ii) HA’s Small Purchase Solicitation for this service, with amendments, (“Solicitation”), if any; and

(iii) Contractor’s Proposal Response or Bid for this service, dated ___________ (“Response”), if any.

(b) If there is a conflict between any two provisions in the documents that constitute this contract, the provision that first appears in the above listed documents, in order, governs.

2. SCOPE OF WORK. Contractor shall perform all work in accordance with Exhibit A, Scope of Services, and all other requirements stated in the SPS’s Scope of Services.

3. TERM. The term of this contract is ______________ (“Term”).

4. COMPENSATION. HA shall pay Contractor in accordance with the rates set forth in Exhibit B, Pricing & Compensation Plan.

5. AUTHORITY. The person signing this contract is authorized by the Contractor to enter into this contract on behalf of the Contractor.

The parties are signing this contract as of the date stated in the introductory clause.

By ______________________

HOUSING AUTHORITY OF THE CITY OF MIDDLETOWN

By _____________________________

Ben Bare

Executive Director

Special Conditions for Non-Construction Contracts

Contract Value 10,000+

Revised 3-28-2025

Housing Authority of the

City of Middletown

Special Conditions for

Non-Construction Contracts

(Without Maintenance, No Cyber

Coverage)

1. Contract. The Housing Authority of the City of Middletown ("HA") uses these special conditions in contracts for professional services that are fully or partially funded by the

U.S. Department of Housing and Urban Development (HUD).

2. Definitions

(a) Terms not defined in these special conditions are found in the main contract document incorporating these special conditions.

(b) "Contractor" includes contractor's officers, employees, agents, and subcontractors.

3. Contract Term

(a) Contractor shall begin performance on the date of this contract.

(b) HA may extend the term of this contract at its sole discretion if Contractor's service is essential to a project's completion.

(c) HA may terminate this contract in whole, or from time to time in part, for the

HA's convenience or the failure of the Contractor to fulfill the contract obligations. The

HA shall terminate by delivering to the Contractor a written Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall:

(i) immediately discontinue all services affected (unless the notice directs otherwise), and

(ii) deliver to the HA all information, reports, papers, and other materials accumulated or generated in performing the contract, whether completed or in process.

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

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

(i) require the Contractor to deliver to it, in the manner and to the extent directed by the HA, any work described in the Notice of

Termination;

(ii) take over the work and prosecute the same to completion by contract of otherwise, and the Contractor shall be liable for any additional cost incurred by the HA; and

(iii) withhold any payments to the Contractor, for the purpose of set-off or partial payment, as the case may be, of amounts owned by the HA by the

Contractor.

Contractor agrees HA is liable to the Contractor for reasonable costs incurred by the

Contractor before the effective date of the termination.

(f) HA's Contracting Officer will decide any dispute in accordance with the HA's procurement policy at the time of the dispute.

4. Performance Standard

Contractor shall make its best effort to provide its service using the highest professional skill and competence.

5. Payments

HA shall pay Contractor for invoices submitted to HA, for service done to HA's satisfaction, within 45 days. HA will not pay invoiced amounts not submitted by

Contractor within 6 months of work being performed. Contractor bears the burden of proof of invoice submission to HA.

6. Establishment and Maintenance of Records

Contractor shall establish and maintain fiscal control and accounting procedures that assure proper accounting for all funds paid by HA to Contractor.

7. Status Reports

Contractor shall furnish HA with such information and reports concerning the progress and management of this contract as HA may require from time to time.

8. Examination and Retention of Contractor's Records

Contractor will permit HA, HUD, Comptroller General of the United States, or any of their duly authorized representatives to have access to and the right to examine any of the

Contractor's directly pertinent books, documents, papers, or other records involving transactions related to this contract for the purpose of making audit, examination, excerpts, and transcriptions, for a period of three years after final payment under this contract.

9. Ownership and Proprietary Interest

HA has (i) exclusive ownership of, (ii) all proprietary interest in, and (iii) the right to full and exclusive possession of, all information, materials, and documents, discovered or produced by Contractor, resulting from this contract, including reports, memoranda, or letters relating to any contractual research and reporting tasks.

I 0. Liability Coverage

Contractor shall have the following insurance:

(i) Commercial General Liability Each Occurrence. HA shall be named as an

Additional Insured on a primary non-contributory basis for products & ongoing and completed operations that includes bodily injury & property damage with a combined single limit (CSL) of$2,000,000. In addition, such policy shall contain a broad form contractual liability endorsement or similar wording within the policy form, if applicable. Waiver of

Subrogation to be provided in favor of HA.

(ii) Professional Liability Insurance. Professional Liability/Errors and

Omissions coverage to be provided with a $1,000,000 limit and

$1,000,000 aggregate. Limits of not less than $1,000,000 per occurrence, covering acts, errors and omissions arising out of the rendering of, or failure to render, professional services related to this contract if applicable to the services provided under contract.

(iii) Fidelity/Crime Insurance. Fidelity/Crime Insurance. Limits of not less than

$100,000 per occurrence, which covers claims incurred as a result of

Contractor's employees' dishonesty, burglary, theft, fraud, or destruction of property if applicable to the services provided under contract.

(iv) Automobile Liability Insurance. Auto Liability Combined Single Limit

$1,000,000 for all owned, hired and non-owned vehicles for property damage and liability. Housing Authority for the City of Middletown shall be named as an Additional Insured. Limits not less than $1,000,000 for all damages for any bodily injury sustained by each person as a result of any occurrence, and $1,000,000 for damage because of bodily injury sustained by two or more persons as the result of any occurrence, and $100,000 for property damage sustained as the result of any one occurrence, or a limit of not less than $1,250,000 Combined Single Limit (CSL).

(v) Umbrella/Excess Liability $1,000,000 and $1,000,000 Aggregate. General

Liability, Auto Liability and Workers' Compensation to be listed as underlying coverages. Umbrella/Excess Liability to follow form with respect to Additional Insured and Waiver of Subrogation.

11. Worker's Compensation Insurance

For all the employees employed on said Work shall be maintained in accordance with

Connecticut's Workers' Compensation Act. In case any class of employees engaged in hazardous Work under the contract at the site of the Work is not protected under the

• Workers' Compensation Act, the contractor shall provide Workers’ Compensation

Insurance for the protection of its employees not otherwise protected. Waiver of

Subrogation to be provided.

In addition to any other requirements related to worker's compensation insurance, if

Contractor is a sole proprietor, a single member limited liability company or otherwise has no employees, Contractor shall maintain Worker's Compensation Insurance as ifit were an "employer" as such term is defined in and in accordance with Connecticut's

General Statutes or as if it were an employer in accordance with the statutes of

Contractor's home state. Contractor shall immediately indemnify HA for any charges levied by the then current HA worker's compensation insurance carrier related to

Contractor's failure to carry or provide proof of carrying insurance as described in this provision. This provision of the Contract survives termination or expiration of the

Contract.

12. Insurance Conditions

(a) Contractor shall purchase insurance coverage from an insurance company licensed to conduct business in Connecticut with a minimum AM Best's Rating of

"A" VIII. All carriers are subject to approval by HA.

(b) Contractor shall ensure all required insurance policies provide occurrence-based coverage.

(c) HA may review the insurance requirements and coverages from time to time. Contractor agrees to comply with HA's reasonable new or modified insurance requirements.

(d) Contractor shall pay all insurance deductibles, if any, or indemnify HA from paying Contractor's insurance deductibles, or both.

(e) Contractor agrees that the amount of insurance required does not, in any way, limit the liability of Contractor by virtue of its obligation to indemnify HA, so that all claims resulting in a settlement or judgment or other claim-related payment in excess of the coverage amounts required, if any, are the sole responsibility of Contractor to pay, to indemnify HA from paying, or both.

(f) If any policy is written on a "Claims Made" basis, the policy must be continually renewed for a minimum of two (2) years from the completion date of this contract. If the policy is replaced and/or the retroactive date is changed, then the expiring policy must be endorsed to extend the reporting period for claims for the policy in effect during the contract for two (2) years from the completion date.

(g) Contractor shall ensure that following phrase is placed by its insurer in the ACORD Certificate ofinsurance form's comments section: "The Housing

Authority of the City of Middletown is named as an Additional Insured."

(h) Contractor shall furnish HA all insurance renewal certificates at least thirty (30) days prior to policy expiration.

(i) Contractor shall maintain insurance coverage in full force for the duration of this contract, including extensions or renewals. Contractor's cancellation or termination of insurance policies required by this contract without immediate replacement is a default. HA may cure such a default by procuring insurance on behalf of Contractor, at Contractor's expense.

(j) Contractor shall ensure that Contractor's insurer will provide HA 30-days' notice before cancellation or decrease in coverage, of any insurance policy required.

(k) Contractor shall advise all their insurers of the contract provisions regarding insurance. The failure of the Contractor to notify insurers of the contract provision shall not relieve the Contractor from its insurance obligations under the contract. Non-fulfillment of the insurance provisions shall constitute a breach of this agreement and the HA retains the right to stop work until proper evidence of insurance is provided.

13. HA Indemnification

(a) In this section, the following definitions apply:

"Litigation Expense" means any reasonable out-of-pocket expense incurred in defending a Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys' and other professionals' fees and disbursements.

"Losses" means any amount awarded in, or paid in settlement of, any

Proceeding, including any interest and any Litigation Expenses.

"Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding.

(b) Contractor shall indemnify HA against all Losses arising out of a

Proceeding against HA related to this Contract and initiated by a non-party to this contract ("Claim"), except to the extent that HA negligently or intentionally caused those Losses.

(c) HA must promptly notify Contractor of that Claim and deliver to Contractor a copy of all legal pleadings with respect to the Claim.

(d) To assume the defense of a Claim, Contractor must notify HA that it is doing so. Promptly thereafter, Contractor shall retain to represent it in the Claim, independent legal counsel that is reasonably acceptable to HA.

(e) HA is entitled to participate in the defense of a Claim. HA may defend a Claim with counsel of its own choosing and without Contractor participating if

(l) Contractor notifies HA that it does not wish to defend the Claim,

(2) by midnight at the end of the tenth business day after HA notifies

Contractor of the Claim Contractor fails to notify HA that it wishes to defend the Claim, or

(3) representation of Contractor and HA by the same counsel would, in the opinion of that counsel, constitute a conflict of interest.

(f) Contractor shall pay any Litigation Expenses that HA incurs in connection with defense of the Claim before Contractor assumes the defense of that Claim, except with respect to any period during which HA fails to timely notify

Contractor of that Claim. Contractor will not be liable for any Litigation Expenses that HA incurs in connection with defense of a Claim after Contractor assumes the defense of that Claim, other than Litigation Expenses that HA incurs in employing counsel in accordance with subsection (d), which Litigation Expenses

Contractor shall pay promptly as they are incurred.

(g) After Contractor assumes the defense of a Claim, Contractor may contest, pay, settle, or compromise the Claim at its discretion, except that it may not compromise or settle the Claim without the consent of HA unless that compromise or settlement ( l) does not entail any admission on the part of HA that it violated any law or infringed the rights of any Person, (2) has no effect on any other claim that may be brought against HA, (3) provides as the claimant's sole relief monetary damages that are paid in full by Contractor, and (4) requires that the claimant release HA from all liability in respect of the Claim.

14. Additional Defaults

(a) Default includes, in addition to those stated elsewhere in this contract:

(i) a competent authority, such as a government official or a Certified

Public Accountant, determines that Contractor's management of, or any accounting for, its funding, as relates to this contract, is improper, inadequate, or illegal; and

(ii) a court having jurisdiction enters a decree or order adjudging

Contractor bankrupt or insolvent, or approving as properly filed

Contractor's petition seeking reorganization, readjustment, arrangement, composition, or similar relief for Contractor under federal bankruptcy laws, or any other similar applicable law.

(b) HA may waive any default. HA's waiver as to a particular default does not constitute a waiver of any other default, whether of the same or different type, and whether preceding or succeeding the waived default. HA's waiver of a default is not effective unless written and signed by HA's Executive Director.

15. Remedies

(a) HA may elect to pursue any one or more of the following remedies, in any combination or sequence, for any default not waived by HA:

(i) any action as HA deems necessary, including the temporary withholding or reduction of payment;

(ii) suspend program operation;

(iii) require Contractor to cure such default to HA's satisfaction; and

(iv) terminate this contract.

(b) HA's selected remedy does not prohibit HA from pursuing any other remedy and does not constitute a waiver by HA of any other right or remedy.

16. HA Section 3 Clause

A. Unless specifically exempted in the Contract, the work to be performed under this Contract is subject to the requirements of Section 3 of the Housing and Urban Development

Act of 1968, as amended ("Section 3").

B. The parties to this Contract agree to comply with HUD's regulations in 24 CFR part 75, which implement Section 3. Such regulations include, but are not limited to the following:

Contractors and their subcontractors shall make their best efforts to provide training and employment opportunities generated from the expenditure of Section 3 covered assistance in the following order of priority:

a. Residents of the housing development or developments for which the Section 3 covered assistance is expended;

b. Residents of other housing developments managed by HA;

c. Participants in HUD YouthBuild programs;

d. To low-and very low-income persons residing within the Middletown metropolitan area.

Contractors and their subcontractors shall make their best efforts to award contracts and subcontracts to business concerns that provide economic opportunities to Section 3 workers in the following order of priority:

a. To Section 3 Business Concerns that provide economic opportunities for residents of the public housing projects for which the Section 3 covered assistance is provided;

b. To Section 3 Business Concerns that provide economic opportunities for residents of other public housing projects or Section-8 assisted housing managed by HA;

c. To YouthBuild programs; and

d. To Section 3 Business Concerns that provide economic opportunities to Section

3 Workers residing within the Middletown metropolitan area.

C. The Contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 75, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 75. The Contractor will not subcontract with any subcontractor where the Contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 75.

D. The Contractor shall notify local labor unions of the applicability of Section 3 to this Contract and shall also post all potential job openings and their applicability to potential

Section 3 Workers prominently at each site as well. Contractors shall ensure that their subcontractors follow these requirements as well.

E. Noncompliance with HUD's regulations in 24 CFR part 75 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.

F. Contractor shall promptly submit total labor hours worked for each project, Section 3 labor hours worked for each project and Targeted Section 3 labor hours worked for each project upon Authority request on a form provided by the Authority (the "Labor Hours

Audit"). The Labor Hours Audit may be required by the Authority on a quarterly, semi-annual, annual or project end basis. The Labor Hours Audit form may change from time to time at discretion of the Authority. Failure of Contractor to submit a Labor Hours Audit within 15 business days from Authority request (Saturdays, Sundays and Authority Holidays excluded) is per se an event of default by Contractor under this Contract.

17. Youth and Resident Contact

(a) Contractor represents that it has appropriate hiring policies and screening procedures for employees who will be working with youths and public housing residents.

(b) Contractor shall permit HA to review Contractor's hiring policies and screening procedures for employees who will be working with youths and public housing residents.

(c) HA may terminate this agreement if (i) Contractor's performance includes working with youths and public housing residents; (ii) HA determines that

Contractor's hiring policy is not appropriate; and (iii) Contractor fails to promptly modify its hiring policy.

18. Hiring Indemnity

Contractor shall indemnify HA for any failure of Contractor's hiring policies and screening procedures.

19. Recovered Materials

(a) In accordance with the Solid Waste Disposal Act, 42 U.S.C. § 6962, the

Contractor shall procure items that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, unless the Contractor determines that such items:

(i) are not available in a reasonable period of time;

(ii) fail to meet reasonable performance standards; or

(iii) are only available at an unreasonable price.

(b) This provision applies to items purchased under this contract where:

(i) the Contractor purchases in excess of $10,000 of the item under this contract; or

(ii) during the preceding Federal fiscal year, the Contractor: (1) purchased any amount of the items for use under a contract that was funded with Federal appropriations and was with a Federal agency or a State agency or agency of a political subdivision of a

State; and (2) purchased a total ofin excess of$10,000 of the item both under and outside that contract.

(c) In addition to the above Contractor must procure solid waste management services in a manner that maximizes energy and resource recovery; and establish an affirmative procurement program for procurement of recovered materials identified in EPA guidelines.

20. Energy Efficiency

Contractor shall comply with all mandatory standards and policies relating to energy efficiency contained in the energy conservation plan issued by the State of Connecticut in compliance with the Energy Policy and Conservation Act.

21. Conflicts of Interest

Contractor represents that it has disclosed to HA any immediate family member (parent, parent-in-law, spouse, child, brother, sister, brother-in law, sister-in-law, or stepparent) of any of its employees, agents, or subcontractors, who is employed by HA.

The Contractor shall notify HA as soon as possible if this contract of any aspect related to the anticipated work under this contract raises an actual or potential conflict of interest (as defined in 2 CFR 200). The Contractor shall explain the actual or potential conflict in writing in sufficient detail so that HA is able to assess such actual or potential conflict.

Contractor shall provide HA any additional information necessary for HA to fully assess and address such actual or potential conflict of interest. Contractor shall accept any reasonable conflict mitigation strategy employed by HA, including, but not limited to, the use of an independent subcontractor to perform the portion of work that gives rise to the actual or potential conflict.

22. Communications

(a) Both parties agree to write all notices, including demands, requests, instructions, approvals, proposals, and claims.

(b) HA will deliver all notices to Contractor by delivering them to

Contractor's registered business address; sending them via email or other electronic transmission to Contractor's contact…