RESOLUTION 19-005 RE PIMMEX CONTRACT.PDF

HAMC CONTRACT #2019-01-03
BETWEEN
THE HOUSING AUTHORITY OF MARICOPA COUNTY
AND
PIMMEX CONTRACTING CORP.
INTRODUCTION
This contract by and between the Housing Authority of Maricopa County (hereinafter “HA”), and
Pimmex Contracting Corp. (hereinafter “Contractor” is hereby entered into this 22nd day of January,
2019.
Services pursuant to this contract shall begin on the 25th day of January 2019, and shall end on the
30th day of May, 2019 unless otherwise extended, modified, terminated or renewed by the parties as
provided for within this contract. Unless otherwise detailed herein, all references to “days” shall be
calendar days (in the case that the last day referenced falls on a Saturday, Sunday or legal holiday,
then the period of time shall be automatically extended to include the next work day). Also, whenever
the term "herein" is referred to, such refers to this contract form and all listed attachments. In the
event this contract goes beyond the expiration of 30th Day of May, 2019, HA may impose a 1% reduction
in contract value per day.
1.0 Definitions:
1.1 Housing Authority (HA): Any reference herein or within any Appendix to the “Housing
Authority” shall be interpreted to mean the same as the HA.
1.2 Procurement Manager (PM): The HA Procurement Manager, acting on behalf of the HA.
1.3 Request For Proposals (RFP): A competitive solicitation process conducted by the HA
wherein award was completed to the top-rated responsive and responsible proposer.
2.0 Exculpatory Language: The Contractor and their representatives acknowledge that this
Contract imposes no contractual obligations upon Maricopa County; and that in the event of a
default under this Contract of any kind whatsoever, the Contractor shall look solely to the
HAMC for remedy or relief, and that neither Maricopa County nor any Supervisor, elected
official, officer, agent or employee of Maricopa County shall be liable in any way.
3.0 Services and Payment:
3.1 Scope of Services: The services provided pursuant to this contract generally consist of
those services for the HA as described herein and within the Appendices. Said services
shall be provided on the dates and times determined by the HA at the designated HA
community and facilities. In addition, the HA shall retain the right to implement and/or
enforce any item issued as a part of RFP No 2018-12-002 Multi-property Rehab
3.2 Provisions of any and all Work (Task Orders): The Contractor shall not begin any
additional work (other than that already detailed herein) without the receipt of a
completed Contract Task Order Form (CTOF) from the authorized HA representative.
The CTOF Form shall be used by the HA staff to order additional services from the
Contractor on an “as needed” basis as issued as part of the RFP and included as part of
this contract. This shall be completed as follows:
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3.2.1 The HAMC shall complete all information within the upper portion of this Form
(where stated "To be completed by the HAMC") and deliver the Form to the
contractor (typically by fax);
3.2.2 Within 5 days of receipt of the CTOF the contractor shall complete all
information within the middle "Contractor's Acknowledgment" portion and
return the completed Form to the HAMC staff person that delivered the Form to
the contractor;
3.2.3 Once the assigned work is completed the HAMC representative shall complete
the bottom "Performance Evaluation" portion of the Form and deliver the entire
completed Form to the HAMC Contracts & Purchasing Office.
3.3 Cost/Value of Services:
3.3.1 Firm Fixed Price Contract: This Contract is entered into on a firm fixed-price
basis and is not subject to adjustment based on costs incurred by the contractor
or contractor’s cost experience in performing the contract. The parties have
determined that performance of this Contract will not cost the HAMC more than
the cost submitted in the contractor’s proposal and incorporated in this Contract
(Section 3.3.3.). The contractor agrees to use its best efforts to perform the
work specified in the Contract and all obligations under this Contract within that
submitted cost. No notice, communication, or representation in any form other
than the described above or from any person other than the Contracting Officer
shall affect the cost of this Contract. Change orders shall not be considered an
authorization to exceed the cost to HAMC as specified herein unless they contain
a statement amending the cost. If this Contract is terminated, the HAMC and
the contractor shall negotiate an equitable distribution of all property or
services produced or purchased under this Contract, based on the share of costs
incurred by each.
3.3.2 Labor Costs: The cost of the services provided pursuant to this Contract is in
accordance with the rates as set forth in the Contractors proposal, incorporated
herein. The contract sum is based on HAMC’s acceptance of the Contractor’s
bid amount. This amount may be amended by the HAMC if the HAMC determines
it is in the best interest to do so.
3.3.3 Contract Value: The total Not to Exceed value of this contract is agreed upon
by the parties as follows:
$691,069.00
The contract sum is based on HAMC’s acceptance of the Contractor’s bid amount
for rehab work at: Baden Homes, John Hammond Homes, John Hollar
Gardens, and Parkview Estates only. This amount may be amended by the
HAMC if the HAMC determines it is in the best interest to do so.
3.3.3.1 Applicability of the Task Order Basis to a Requirements
Contract:
3.3.3.2 This contract shall be considered to be a Requirements Contract
(RC) with work ordered on a task order basis; meaning, the HAMC
does not at this time know the total of all work it will award to
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the contractor pursuant to this contract, but the HAMC will order
additional work on an as-needed basis.
3.3.3.3 The HAMC reserves the right to order any quantity of work
pursuant to this contract, which means that there shall be no
minimum or maximum amount of work that may be ordered,
either on an individual order basis or in total.
3.3.3.4 The maximum amount of work ordered shall be determined by:
3.3.3.4.1 the HAMC’s needs in the area(s) that the contract
applies to; and/or
3.3.3.4.2 the funds available for these services on a Board-
approved HAMC budget and as listed within this
contract; and
3.3.3.4.3 in no case shall the total of work ordered
pursuant to this contract exceed either of the
amounts referred to within the preceding 3.3.3.
3.4 Renewal Options: This contract is a non-renewing contract.
3.5 Time Performance: The Contractor will complete each assigned task as detailed within
the executed HA Task Order.
4.0 HA’s Obligations: Pursuant to this contract, the HA agrees to provide the specific services
detailed herein and also shall be responsible for the following:
4.1 HA will notify the Contractor of duties needed as per RFP #2018-12-002 Multi-Property
Rehab.
5.0 Contractor’s Obligations: Pursuant to this contract, the Contractor agrees to provide the
specific services detailed herein and also shall be responsible for the following:
5.1 Supervision and Oversight: The Contractor shall be solely responsible for providing
supervision and oversight to all of the Contractor’s personnel that are assigned to the
HA properties pursuant to this contract.
5.2 Qualified Personnel: The Contractor warrants and represents that it will assign only
qualified personnel to perform the services outlined herein and within the appendices.
For the purposes of this contract, the term “qualified personnel” shall mean those
personnel that have been investigated, tested and trained in the manner described
within this contract and, as proposed by the Contractor within its proposal or as
provided by the Contractor during the Contractor’s normal conduct of business.
5.2.1 The Contractor warrants that it is in compliance with A.R.S. § 41-4401 and
further acknowledges:
5.2.1.1. That the Contractor and its Subcontractors, if any, warrant their
compliance with all Federal immigration laws and regulations
that relate to their employees and their compliance with A.R.S.
§ 23-214, Subsection A;
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5.2.1.2. That a breach of a warranty under subsection 5.2.1.1 above, shall
be deemed a material breach of the contract that is subject to
penalties up to and including termination of the contract;
5.2.1.3. That HAMC retains the legal right to inspect the papers of any
Contractor or Subcontractor employee who works on the contract
to ensure that the Contractor or Subcontractor is complying with
the warranty provided under Subsection 5.2.1.1 above and that
the Contractor agrees to make all papers and employment
records of said employee(s) available during normal working
hours in order to facilitate such an inspection;
5.2.1.4. That nothing herein shall make any Contractor or Subcontractor
an agent or employee of the HAMC.
5.3 Compliance with Federal and State Laws: All work performed by the Contractor,
pursuant to this contract, shall be done in accordance with all applicable Federal, State
and local laws, regulations, codes and ordinances.
5.4 Insurance Requirements:
5.4.1 The complete indemnity requirements are detailed within Section 12.17
herein.
5.4.2 In this regard, the Contractor shall maintain the following insurance
coverage during the effective term(s) of this contract:
5.4.2.1 Policy of General Liability Insurance, $1,000,000 per occurrence,
$2,000,000 aggregate together with damage to premises and fire
damage of $50,000 and medical expenses for any one person of
$5,000 with a deductible not greater than $1,000. The HA shall
be named upon the certificate issued as an "additional insured,"
together with providing a copy of the corresponding endorsement
evidencing the same.
5.4.2.2 Policy of Professional Liability Insurance or Errors & Omissions
coverage, minimum of $1,000,000 each occurrence, general
aggregate minimum limit of $2,000,000 with a deductible of not
greater than $5,000;
5.4.2.3 Automobile Liability coverage in a combined single limit of
$1,000,000. For every vehicle utilized during the term of this
contract, when not owned by the entity, each vehicle must have
evidence of automobile insurance coverage with limits of no less
than $50,000/$100,000 and medical pay of $5,000 with a
deductible not greater than $5,000.
5.4.2.4 Worker’s compensation coverage evidencing carrier and coverage
amount.
5.4.2.5 The Contractor shall provide to the PM current
certificate(s)/endorsement(s) evidencing the insurance coverage
referenced above. Failure to maintain the above-reference
insurance coverage, including naming the HA as an additional
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insured (where appropriate) during the term(s) of this contract
shall constitute a material breach thereof.
5.4.2.6 Insurance certificate(s)/endorsement(s) shall be delivered to the
following person representing the HA:
Gerald Minott, Asset Manager
Housing Authority of Maricopa County
8910 N. 78th Avenue
Peoria, AZ 85345
Direct Line: 602-744-4514
Fax: 602-744-4550
E-mail: g.minott@maricopahousing.org
5.5 Licensing: The Contractor shall also provide to the HA a copy of the required current
City, State and/or Federal Licenses. Failure to maintain these licenses in a current
status during the term(s) of this contract shall constitute a material breach thereof.
5.6 Financial Viability and Regulatory Compliance:
5.6.1 The Contractor warrants and represents that its corporate entity is in good
standing with all applicable federal, state and local licensing authorities and
that it possesses all requisite licenses to perform the services required by
this contract. The Contractor further warrants and represents that it owes
no outstanding delinquent federal, state or local taxes or business
assessments.
5.6.2 The Contractor agrees to promptly disclose to the HA any IRS liens or
insurance or licensure suspension or revocation that may adversely affect its
capacity to perform the services outlined within this contract. The failure
by the Contractor to disclose such issue to the HA in writing within 5 days of
such notification received will constitute a material breach of this contract.
5.6.3 The Contractor further agrees to promptly disclose to the HA any change of
more than 50% of its ownership and/or any declaration of bankruptcy that
the Contractor may undergo during the term(s) of this contract. The failure
of the Contractor to disclose any change of more than 50% of its ownership
and/or its declaration of bankruptcy within 5 days of said actions shall
constitute a material breach of this contract.
5.6.4 All disclosures made pursuant to this section of the contract shall be made
in writing and submitted to HA within the time periods required herein.
6.0 Modification: This contract shall not be modified, revised, amended or extended except by
written addendum, executed by both parties.
7.0 Severability: The invalidity of any provision of this contract, as determined by a court of
competent jurisdiction and/or HUD, shall in no way affect the validity of any other provision
herein.
8.0 Applicable Laws:
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8.1 Compliance with Federal and State Laws: All work performed by the Contractor,
pursuant to this contract, shall be done in accordance with all applicable Federal, State
and local laws, regulations, codes and ordinances.
8.2 Jurisdiction of Law: The laws of the State of Arizona shall govern the validity,
construction and effect of this contract, unless said laws are superseded by, or in
conflict with applicable federal laws and/or federal regulations. This contract will be
binding upon the parties, their heirs, beneficiaries, and devisees of the parties hereto.
The parties agree that Maricopa County, Arizona is the appropriate forum for any action
relating to this contract. Should any party hereto retain counsel for the purpose of
initiating litigation or arbitration to enforce, prevent the breach of any provision
hereof, or for any other judicial remedy, then the prevailing party shall be entitled to
be reimbursed by the losing party for all costs and expenses incurred thereby, including,
but not limited to, reasonable attorneys fees and costs incurred by such prevailing
party. This contract may be signed in counterparts.
9.0 Notices, Invoices and Reports:
9.1 All notices, reports and/or invoices submitted to the HA by the Contractor pursuant to
this contract shall be in writing and delivered to the attention of the following person
representing the HA:
Housing Authority of Maricopa County
8910 N. 78th Avenue
Peoria, AZ 85345
E-mail: g.munoz@maricopahousing.org
or if appropriate, faxed to number: 602-744-4550
9.1 Invoices: All Invoices must include signed AIA Forms G702 and G703 (Applications and
Certification for Payment), and applicable AIA Form G706A Affidavit of Release of
Liens).
9.2 All notices submitted to the Contractor pursuant to this contract shall be in writing and
mailed to the attention of:
Carlos Munoz
Pimmex Contracting Corp.
6640 W. Sundust Dr.,
P.O. Box 5024
Chandler, AZ 85226
Ph 520-796-1664
E-mail: carlos@pimmexcontracting.com
10. Disputed Billings (Charges):
10.1 Procedures: In addition to the procedures detailed within Clause No. 7 of Form HUD-
5370-C (10/2006), General Conditions for Non-Construction Contracts, Section I—(With
or without Maintenance Work), in the event that the HA disputes any portion of its
billing(s), the HA shall pay the undisputed portion of such billing and initiate the
dispute-resolving procedures, as follows:
10.1.1 The HA's representative shall, within 10 days after the HA’s receipt of such
billing, formally notify the contractor’s representative of all particulars
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pertaining to the dispute, and request that he/she investigate and respond
to this issue.
10.1.2 If such dispute cannot be resolved by the contractor’s response, within 10
days after such notification is given, the HA PM and the contractor’s
representative shall meet to discuss the matter and attempt to arrive at a
resolution.
10.1.3 If the HA PM and the contractor’s representative are unable to resolve the
dispute through such discussion within 10 days, the HA shall, within 10 days
thereafter, either:
10.1.3.1 pay the disputed charges and reserve the right to submit the
matter to Arbitration if the disputed amount does not exceed
$50,000.00;
10.1.3.2 not pay the disputed charges and submit the matter to Arbitration
if the disputed amount does not exceed $50,000.00;
10.1.3.3 not pay the disputed charge and allow the Contractor to submit
the matter to the Arbitration program if the disputed amount
does not exceed $50,000.00.
10.1.4 The decision from arbitration will be binding upon both parties. If the
decision is adverse to the HA, the HA shall pay upon the HA’s receipt of the
decision. If the decision is in favor of the HA, the contractor will either:
clear the amount which is ordered from the HA account; or repay to the HA
the amount ordered;
Either option shall be completed within 10 days after the contractor’s
receipt of the arbitrator's decision.
11.0 24 CFR 85.36(i), Procurement: Pursuant to this CFR, as issued by the Office of the Secretary,
HUD, the HA and the Contractor each agree to comply with the following provisions:
11.1 Remedies for Contractor Breach: Pertaining to contract-related issues, it is the
responsibility of both the HA and the contractor to communicate with each in as clear
and complete a manner as possible. If at any time during the term of this contract the
HA or the contractor is not satisfied with any issue, it is the responsibility of that party
to deliver to the other party communication, in writing, fully detailing the issue and
corrective action (please note that the HA has the right to issue unilateral addendums
to this contract, but the contractor does not have the same right). The other party
shall, within 10 days, respond in writing to the other party (however, the HA shall retain
the right to, if conditions warrant, require the contractor to respond in a shorter period
of time). Further, the HA shall, at a minimum, employ the following steps in dealing
with the contractor as to any performance issues:
11.1.1 If the contractor is in material breach of the contract, the HA may promptly
invoke the termination provision detailed within Clause No. 3 of Form HUD-
5370-C (10/2006), General Conditions for Non-Construction Contracts,
Section I—(With or without Maintenance Work), which is attached hereto,
and terminate the contract for cause. Such termination must be delivered
to the contractor in writing and shall fully detail all pertinent issues
pertaining to the cause of and justification for the termination.
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11.1.2 Prior to termination, the HA may choose to warn the contractor, verbally or
in writing, of any issue of non-compliant or unsatisfactory performance.
Such written warning may include placing the contractor on probation,
thereby giving the contractor a certain period of time to correct the
deficiencies or potentially suffer termination. The HA shall maintain in the
contract file a written record of any such warning detailing all pertinent
information. If the contractor does not agree with such action, the
contractor shall have ten 10 days to dispute or protest, in writing, such
action; if he/she does not do so within the 10-day period, he/she shall have
no recourse but to accept and agree with the HA’s position on the issue. The
written protest must detail all pertinent information pertaining to the
dispute, including justification detailing the HA’s alleged incorrect
action(s).
11.1.3 After termination, if the contractor does not agree with the HA’s
justification for the termination, the contractor shall have 10 days to
dispute, in writing, such action; if he/she does not do so within the 10-day
period, he/she shall have no recourse but to accept and agree with the HA’s
position on the issue. The written protest must detail all pertinent
information pertaining to the dispute, including justification detailing the
HA’s alleged incorrect action(s).
11.2 Termination For Cause and Convenience: Shall be as detailed within Clause No. 3 of
Form HUD-5370-C (10/2006), General Conditions for Non-Construction Contracts,
Section I—(Within or without Maintenance Work), attached hereto.
11.3 Executive Order 11246: For all construction contracts awarded in excess of $10,000,
both parties hereby agree to comply with Executive Order 11246 of September 24, 1965,
entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of
October 13, 1967, and as supplemented in Department of Labor Regulations (41 CFR
Chapter 60).
11.4 Copeland “Anti-Kickback” Act: For all construction or repair contracts awarded, both
parties hereby agree to comply with the Copeland “Anti-Kickback” Act (18 U.S.C. 874)
as supplemented in Department of Labor Regulations (29 CFR Part 3).
11.5 Davis-Bacon-Act: For all construction contracts awarded in excess of $2,000 when
required by Federal Grant Program legislation, both parties hereby agree to comply
with the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented in Department of
Labor Regulations (29 CFR Part 5).
11.6 Sections 103 and 107 of the Contract Work Hours and Safety Standards Act: For all
construction contracts awarded in excess of $2,000 and for other contracts, which
involve the employment of mechanics or laborers awarded in excess of $2,500, both
parties hereby agree to comply with the Sections 103 and 107 of the Contract Work
Hours and Safety Act (40 U.S.C. 327-330) as supplemented in Department of Labor
Regulations (29 CFR Part 5).
11.7 Reporting: Both parties hereby agree to comply with any reporting requirements that
may be detailed herein.
11.8 Patent Rights: Both parties hereby agree to comply with HUD Bulletin 90-23, which is
the (a) Notice of Assistance Regarding Patent and Copyright Infringement.
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11.9 Copy Rights/Rights in Data: In addition to the requirements contained within Clause
No. 5 of General Conditions for Non-Construction Contracts, Section I—(With or
without Maintenance Work), the HA has unlimited rights to any data, including
computer software, developed by the contractor in the performance of the contract
specifically:
11.9.1 Except as provided elsewhere in this clause, the HA shall have unlimited
rights in data first produced in the performance of this contract; form, fit,
and function data delivered under this contract; data delivered under this
contract (except for restricted computer software) that constitute manuals
or instructional and training material for installation, operation, or routine
maintenance and repair of items, components, or processes delivered or
furnished for use under this contract; and all other data delivered under this
contract unless provided otherwise for limited rights data or restricted
computer software.
11.9.2 The contractor shall have the right to: use, release to others, reproduce,
distribute, or publish any data first produced or specifically used by the
contractor in the performance of this contract, unless provided otherwise in
this clause; protect from unauthorized disclosure and use those data which
are limited rights data or restricted computer software to the extent
provided in this clause; substantiate use of, add or correct limited rights,
restricted rights, or copyright notices and to take other appropriate action
in accordance with this clause; and establish claim to copyright subsisting in
data first produced in the performance of this contract to the extent
provided below.
11.9.3 For data first produced in the performance of this contract, the contractor
may establish, without prior approval of the PM, claim to copyright
subsisting in scientific or technical articles based on or containing data first
produced in the performance of this contract. The contractor grants the HA
and others acting on its behalf a paid-up, non-exclusive, irrevocable,
worldwide license in such copyrighted data to reproduce, prepare derivative
works, distribute copies to the public, and perform or display publicly by or
on behalf of the HA.
11.9.4 The contractor shall not, without the prior written permission of the
contracting Officer, incorporate in data delivered under this contract any
data not first produced in the performance of this contract and which
contains copyright notice, unless the contractor identifies such data and
grants the HA a license of the same scope as identified in the preceding
paragraph.
11.9.5 The HA agrees not to remove any copyright notices placed on data and to
include such notices in all reproductions of the data. If any data delivered
under this contract are improperly marked, the HA may either return the
data to the contractor, or cancel or ignore the markings.
11.9.6 The contractor is responsible for obtaining from its subcontractors all data
and rights necessary to fulfill the contractor's obligations under this
contract.
11.9.7 Notwithstanding any provisions to the contrary contained in the contractor's
standard commercial license or lease contract pertaining to any restricted
computer software delivered under this contract, and irrespective of
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whether any such contract has been proposed prior to the award of this
contract or of the fact that such contract may be affixed to or accompany
the restricted computer software upon delivery, the contractor agrees the
HA shall have the rights set forth below to use, duplicate, or disclose any
restricted computer software delivered under this contract. The terms and
conditions of this contract, including any commercial lease or licensing
contract, shall be subject to the following procedures.
11.9.8 The restricted computer software delivered under this contract may not be
used, reproduced, or disclosed by the HA except as provided below or as
expressly stated otherwise in this contract. The restricted computer
software may be: used or copied for use in or with the computer(s) for
which it was acquired, including use at any HA location to which such
computer(s) may be transferred; used or copied for use in or with backup
computer if any computer for which it was acquired is inoperative;
reproduced for safekeeping (archives) or backup purposes; modified,
adapted, or combined with other computer software, provided that the
modified, combined, or adapted portions of the derivative software
incorporating any of the delivered, restricted computer software shall be
subject to the same restrictions set forth in this contract; and used or copies
for use in or transferred to a replacement computer.
11.10 Clean Air Act: For all contracts in excess of $100,000, both parties hereby agree to
comply with all applicable standards, orders or requirements issued under section 306
of the Clean Air Act (42 U.S.C. 1857(h), Section 508 of the Clean Water Act (33 U.S.C.
1368), Executive Order 11738, and Environmental Protection Agency regulations (40
CFR Part 15).
11.11 Energy Policy and Conservation Act: Both parties hereby agree to comply with all
mandatory standards and policies relating to energy efficiency, which are contained in
the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94-163, 89 Stat. 871).
12.0 Additional Considerations:
12.1 Non-Escalation: Unless otherwise specified within the RFP documents, the unit prices
reflected on the contract shall remain firm with no provision for price increases during
the term of the contract.
12.2 Funding Restrictions and Order Quantities: The HA reserves the right to reduce or
increase estimated or actual quantities in whatever amount necessary without
prejudice or liability to the HA, if:
12.2.1 funding is not available;
12.2.2 legal restrictions are placed upon the expenditure of monies for this
category of service or supplies; or,
12.2.3 the HA’s requirements in good faith change after award of the contract.
12.3 Unless otherwise stated in the RFP documents, all local, State or Federal permits which
may be required to provide the services ensuing from award of this RFP, whether or not
they are known to either the HA or the proposers at the time of the proposal submittal
deadline or the award, shall be the sole responsibility of the Contractor and any costs
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that were submitted by the Contractor in response to the RFP shall reflect all costs
required by the Contractor to procure and provide such necessary permits.
12.4 Government Standards: It is the responsibility of the proposer to ensure that all items
and services proposed conform to all local, State and Federal law concerning safety
(OSHA and NOSHA) and environmental control and any other enacted ordinance, code,
law or regulation. The Contractor shall be responsible for all costs incurred for
compliance with any such possible ordinance, code, law or regulation. No time
extensions shall be granted or financial consideration given to the Contractor for time
or monies lost due to violations of any such ordinance, code, law or regulations that
may occur.
12.5 Freight on Bill and Delivery: All costs submitted by the proposer shall reflect the cost
of delivering the proposed items and/or services to the locations(s) specified within the
RFP documents or within the contract.
12.5.1 The Contractor agrees to deliver to the designated location(s) on or before
the date as specified in the finalized contract. Failure to deliver on or
before the specified date constitutes an event of default by the Contractor.
Upon default, the Contractor agrees that the HA may, at its option, rescind
the finalized contract under the default clause herein and seek
compensatory damages as provided by law.
12.6 Backorders:
12.6.1 The HA PM must be notified in writing by the contractor within 10 days of
any and all backordered materials and/or any incomplete services; and the
estimated delivery date.
12.6.2 Unless otherwise stipulated in the contract, any order that will take more
than a maximum of 10 days past the original agreed upon delivery date, may
at the option of the HA, be canceled and ordered from another source, if,
in the opinion of the HA PM, it is in the best interests of the HA to do so.
12.7 Work on HA Property: If the Contractor’s work under the contract involves operations
by the Contractor on HA premises, the Contractor shall take all necessary precautions
to prevent the occurrence of any injury to persons or property during the progress of
such work and, except to the extent that any such injury is caused solely and directly
by the HA’s negligence, shall indemnify the HA, and their officers, agents, servants and
employees against all loss which may result in any way from any act or omission of the
Contractor, its agents, employees, or subcontractors.
12.8 Official, Agent and Employees of the HA Not Personally Liable: It is agreed by and
between the parties hereto that in no event shall any official, officer, employee, or
agent of the HA in any way be personally liable or responsible for any covenant or
agreement herein contained whether expressed or implied, nor for any statement,
representation or warranty made herein or in any connection with this agreement.
12.9 Subcontractors: Unless otherwise stated within the RFP documents, the Contractor
may not use any subcontractors to accomplish any portion of the services described
within the RFP documents or the contract without the prior written permission of the
HA PM.
12.10 Salaries and Expenses Relating to the Contractors Employees: Unless otherwise
stated within the RFP documents, the Contractor shall pay all salaries and expenses of,
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and all Federal, Social Security taxes, Federal and State Unemployment taxes, and any
similar taxes relating to its employees used in the performance of the contract. The
Contractor further agrees to comply with all Federal, State and local wage and hour
laws and all licensing laws applicable to its employees or other personnel furnished
under this agreement.
12.11 Attorney’s Fees: In the event that litigation is commenced by one party hereto against
the other in connection with the enforcement of any provision of this agreement, the
prevailing party shall be paid by the losing party all court costs and other expenses of
such litigation, including reasonable attorneys’ fees. The amount so allowed as
attorneys’ fees shall be taxed to the losing party as costs of the suit, unless prohibited
by law.
12.12 Independent Contractor: Unless otherwise stated within the RFP documents or the
contract, the Contractor is an independent contractor. Nothing herein shall create any
association, agency, partnership or joint venture between the parties hereto and
neither shall have any authority to bind the other in any way.
12.13 Severability: If any provision of this agreement or any portion or provision hereof
applicable to any particular situation or circumstance is held valid, the remainder of
this agreement or the remainder of such provision (as the case may be), and the
application thereof to other situations or circumstances shall not be affected thereby.
12.14 Waiver of Breach: A waiver of either party of any terms or condition of this agreement
in any instance shall not be deemed or construed as a waiver of such term or condition
for the future, or of any subsequent breach thereof. All remedies, rights, undertakings,
obligations, and agreements contained in this agreement shall be cumulative and none
of them shall be in limitation of any other remedy, right, obligation or agreement of
either party.
12.15 Time of the Essence: Time is of the essence under this agreement as to each provision
in which time of performance is a factor.
12.16 Limitation of Liability: In no event shall the HA be liable to the Contractor for any
indirect, incidental, consequential or exemplary damages.
12.17 Indemnification:
12.17.1 The Contractor shall indemnify, defend, and hold the HA (and its officers,
employees, and agents) harmless from and against any and all claims,
damages, losses, suits, actions, decrees, judgments, attorney’s fees, court
costs and other expenses of any kind or character, which are caused by,
arise out of, or occur due to any failure of the Contractor to (1) abide by
any of the applicable professional standards within its industry, or (2)
comply with the terms, conditions, or covenants that are contained in this
contract, (3) comply with the “Arizona Industrial Insurance Act,” or any
other law, ordinance, or decree; or (4) ensure that the any subcontractors
abide by the terms of this provision and this contract; provided, however,
that Contractor will not be required to indemnify the HA against any loss or
damage which was specifically caused by the HA providing inaccurate
information to the Contractor, failing to provide necessary and requested
information to the Contractor, or refusal to abide by any recommendation
of the Contractor.
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12.17.2 In this connection, it is expressly agreed that the Contractor shall, at its own
expense, defend the HA, its officers, employees, and agents, against any
and all claims, suits or actions which may be brought against them, or any
of them, as a result of, or by reason of, or arising out of, or on account of,
or in consequence of any act or failure to act the consequences of which the
Contractor has indemnified the HA. If the Contractor shall fail to do so, the
HA shall have the right, but not the obligation, to defend the same and to
charge all direct and incidental costs of such defense to the Contractor
including attorney’s fees and court costs.
12.17.3 Any money due to the Contractor under and by virtue of this contract, which
the HA believes must be withheld from the Contractor to protect the HA,
may be retained by the HA so long as it is reasonably necessary to ensure
the HA’s protection; or in case no money is due, its surety may be held until
all applicable claims have been settled and suitable evidence to that effect
furnished to the HA provided, however, neither the Corporation’s payments
shall not be withheld, and its surety shall be released, if the Contractor is
able to demonstrate that it has adequate liability and property damage
insurance to protect the HA from any potential claims.
12.17.4 The Contractor shall provide that any contractual arrangement with a
subcontractor shall be in conformance with the terms of this Contract
including the terms of this indemnity provision. The Contractor guarantees
that it will promptly handle and rectify any and all claims for materials,
supplies and labor, or any other claims that may be made against it or any
of its subcontractors in connection with the contract.
13.0 Lobbying Certification: Anti-Lobbying Act: 18 U.S. Code § 1913 (Lobbying with
Appropriated Moneys) prohibits the use of appropriated funds (including the use of
official employee time and Government resources) for activities that are intended or
designed (directly or indirectly) to influence in any manner a member of Congress, a
jurisdiction, or an official of any government (Federal, state or local) to favor or oppose
any legislation, law or appropriation. By execution of this contract with the HA the
Contractor thereby certifies, to the best of his or her knowledge and belief, that:
13.1 No Federal appropriated funds have been paid or will be paid, by or on behalf
of the undersigned, to any person for influencing or attempting to influence
an officer or employee of an agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection
with the awarding of any Federal contract, the making of any Federal loan,
the entering into of any cooperative agreement, or modification of any Federal
contract, grant, loan, or cooperative agreement.
13.2 If any funds other than Federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this
Federal contract, grant, loan, or cooperative agreement, the Contractor shall
complete and submit Standard Form- LLL, Disclosure Form to Report Lobbying,
in an accordance with its instructions.
13.3 The Contractor shall require that the language of this certification be included
in the award documents for all sub awards at all tiers (including subcontracts,
sub grants, and contracts under grants, loans, and cooperative agreements)
and that all sub recipients shall certify and disclose accordingly.
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14.0 Additional Federally Required Orders/Directives: Both parties agree that they will
comply with the following laws and directives, where applicable:
14.1 Executive Order 11061, as amended, which directs the Secretary of HUD to
take all action which is necessary and appropriate to prevent discrimination
by agencies that utilize federal funds.
14.2 Public Law 88-352, Title VI of the Civil Rights Act of 1964, which provides
that no person in the United States shall, on the basis of race, color, national
origin or sex, be excluded from participation in, denied the benefits of, or
subjected to discrimination under any program or activity which receives
federal financial assistance. The HA hereby extends this requirement to the
Contractor and its private contractors. Specific prohibited discriminatory
actions and corrective action are described in Chapter 2, Subtitle C, Title V
of the Anti-Drug Abuse Act of 1988 (42 U.S.C. 19901 et. seq.).
14.2.1 Public Law 90-284, Title VIII of the Civil Rights Act of 1968.,
popularly known as the Fair Housing Act, which provides for fair
housing throughout the United States and prohibits any person
from discriminating in the sale or rental of housing, the financing
of housing or the provision of brokerage services, including in any
way making unavailable or denying a dwelling to any person
because of race, color, religion, sex or national origin. Pursuant
to this statute, the HA requires that the Contractor administer all
programs and activities, which are related to housing and
community development in such a manner as affirmatively to
further fair housing.
14.2.2 The Age Discrimination Act of 1975, which prohibits
discrimination on the basis of age.
14.2.3 Anti-Drug Abuse Act of 1988 (42 U.S.C. 11901 et. seq.).
14.2.4 HUD Information Bulletin 909-23 which is the following:
14.2.5 Notice of Assistance Regarding Patent and Copyright
Infringement;
14.2.6 Clean Air and Water Certification; and,
14.2.7 Energy Policy and Conversation Act.
14.2.8 That the funds that are provided by the HA and HUD hereunder
shall not be used, directly or indirectly, to employ, award a
contract to, or otherwise engage the services of any debarred,
suspended or ineligible Contractor.
14.2.9 That none of the personnel who are employed in the
administration of the work required by this contract shall, in any
way or to any extent, be engaged in the conduct of political
activities in violation of Title V, Chapter 15, of the United States
Code.
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14.2.10 The mention herein of any statute or Executive Order is not
intended as an indication that such statute or Executive Order is
necessarily applicable not is the failure to mention any statute or
Executive Order intended as an indication that such statute or
Executive Order is not applicable. In this connection, therefore
each provision of law and each clause, which is required by law
to be inserted in this agreement, shall be deemed to have been
inserted herein, and this agreement shall be read and enforced
as though such provision or clause had been physically inserted
herein. If, through mistake or otherwise, any such provision is
not inserted or is inserted incorrectly, this agreement shall
forthwith be physically amended to make such insertion or
correction upon the application of either part.
15.0 Attachments:
15.1 The following noted documents are placed under each of the noted attachments
and are a part of this contract
15.1.1 Attachment No. A: Site Specifications
15.1.2 Attachment No. B: Form HUD-5369-C ( 8/93 ), Certifications and
Representations of Offerors, Non-Construction Contract;
15.1.3 Attachment No. C: Profile of Firm Form;
15.1.4 Attachment No. D: Form HUD-5370-/C (10/06), General
Contract Conditions, Construction;
15.1.5 Attachment No. E: HAMC Instructions To Proposers & Contractors
15.1.6 Attachment F: Form HUD-50071 (3/98), Certification of
Payments to Influence Federal Transactions; fully executed;
15.1.7 Attachment G: Proposed Work Plan and Services/ Schedule
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16.0 CERTIFICATIONS:
The undersigned representatives of each party acknowledge by signature below that they have
reviewed the foregoing and understand and agree to abide by their respective obligations as
defined herein:
Pimmex Contracting Corp.
By: ___________________________________________ Date: ____________________
Carlos Munoz, President
Housing Authority of Maricopa County:
By:____________________________________________Date:_____________________
Gloria Munoz, Executive Director
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