5051_Housing Rehabilitation Contractor Agreement
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City Clerk Document No.
City Council Meeting Date:
CITY OF CHANDLER SERVICES AGREEMENT
HOUSING REHABILITATION PROGRAM PROJECT MANAGEMENT SERVICES
CITY OF CHANDLER AGREEMENT NO. NR6-912-5051
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and FSL Home Improvements, Inc., dba AllThrive365 HI
(Contractor), (City and Contractor may individually be referred to as Party and collectively referred
to as Parties) and made
, 2026 (Effective Date).
RECITALS
A. City proposes to contract for housing rehabilitation program project management services as
more fully described in Exhibit A, which is attached to and made a part of this Agreement by this
reference.
B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part
of this Agreement by this reference.
C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, orcorporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
SECTION II: CONTRACTOR’S SERVICES
Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
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terms and conditions of this Agreement and within the care and skill that a person who provides
similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.
SECTION III: PERIOD OF SERVICE
Contractor must perform the services described in Exhibit A for the term of this Agreement.
The term of the Agreement is three years, and begins on July 1, 2026, and ends on June 30, 2029
unless sooner terminated in accordance with the provisions of this Agreement. The City and the
Contractor may mutually agree to extend the Agreement for up to three additional terms of one
year each, or portions thereof. The City reserves the right, at its sole discretion, to extend the
Agreement for up to 60 days beyond the expiration of any extension term.
SECTION lV: PAYMENT OF COMPENSATION AND FEES
4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance of the services approved and accepted by the City under this
Agreement must not exceed $1,000,000.00. Contractor must submit requests for payment for
services approved and accepted during the previous billing period and must include, as applicable,
detailed invoices and receipts, a narrative description of the tasks accomplished during the billing
period, a list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests
for payment plus similar narrative and listing of their work. Payment for those services negotiated
as a lump sum will be made in accordance with the percentage of the work completed during the
preceding billing period. Services negotiated as a not-to-exceed fee will be paid in accordance with
the work completed on the service during the preceding month. All requests for payment must be
submitted to the City for review and approval. The City will make payment for approved and
accepted services within 30 days of the City’s receipt of the request for payment.
4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable
state and local transaction privilege taxes. To the extent any state and local transaction privilege
taxes apply to sales made under the terms of this Agreement, it is the responsibility of the
Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local
taxes applicable to its operation and any persons employed by the Contractor. The Contractor will
and require all subcontractors to hold the City harmless from any responsibility for taxes, damages,
and interest, if applicable, contributions required under Federal, state, and local laws and
regulations and any other costs including transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.
4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
request for a price adjustment. The City shall determine whether any requested price increases for
extension terms is acceptable to the City. If the City approves the price increase, the price shall
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remain firm for the renewal term for which it was requested. If a price increase is agreed upon by
the Parties a written Agreement Amendment shall be approved and executed by the Parties.
SECTION V: GENERAL CONDITIONS
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right
to decrease Contract price or payments made on this Agreement or request reimbursement from
the Contractor following final payment on this Agreement if the above provision is not included in
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their
records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished.
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
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immediately after receiving such notice, the Contractor must discontinue advancing the work
specified under this Agreement. Upon such termination, abandonment, or suspension, the
Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment.
If the City is found to have improperly terminated the Agreement for cause or default, the
termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.
5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees
and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be
caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of
the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors in
connection with this Agreement. This indemnity includes any claim or amount arising out of or
recovered under workers' compensation law or on account of the failure of the Contractor to
conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.
The Contractor must indemnify lndemnitee from and against any and all Claims, except those
arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is
responsible for primary loss investigation, defense and judgment costs where this
indemnification applies. In consideration of the award of this Agreement, the Contractor agrees
to waive all rights of subrogation against lndemnitee for losses arising from or related to this
Agreement. The obligations of the Contractor under this provision survive the termination or
expiration of this Agreement.
5.6 Insurance Requirements. Contractor must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise
from or relate to performance of the work under this Agreement by Contractor and its agents,
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representatives, employees, and subcontractors. Contractor and any subcontractors must
maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in this
Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Agreement by the Contractor, the Contractor’s agents, representatives,
employees, or subcontractors. Contractor is free to purchase such additional insurance as may
be determined necessary.
5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
other duly executed documents as may be reasonably requested by the City to implement the
intent of this Agreement.
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class
United States mail, registered or certified, postage prepaid and properly addressed as follows:
For the City
For the Contractor
Name: Raquel McMahon Name: Katie Martin
Title: Procurement Officer Title: Administrator of Home Improvements
Address: 175 S. Arizona Ave. Address: 1201 E. Thomas Rd.
Chandler, AZ 85225 Phoenix, AZ 85226
Phone: 480-782-2400 Phone: 602-285-0505 Ext. 7
Email: raquel.mcmahon@chandleraz.gov Email: katiem@allthrive365.org
5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants of
this Agreement. Neither the City nor the Contractor may assign, sublet, or transfer its interest
in this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and the City.
5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the final
determination at the administrative level will be made by the City Purchasing and Materials
Manager.
5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for
the completeness and accuracy of Contractor's services, data, and other work prepared or
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's
expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that
the City has accepted or approved the Contractor's work will in no way relieve the Contractor
of any of Contractor's responsibilities.
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5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until
such time that a settlement on those claims has been reached.
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the City as to the results of
the work only. These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control and
without fault of the Party (financial inability excepted), performance of that act may be excused,
but only for the period of the delay, if the Party provides written notice to the other Party within
ten days of such act. The time for performance of the act may be extended for a period
equivalent to the period of delay from the date written notice is received by the other Party.
5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the
Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with
all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to
permit the City to verify Contractor’s compliance.
5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.
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5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A).
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their
compliance with all federal immigration laws and regulations that relate to their employees
and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a
material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor’s or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.
5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor
certifies and agrees Contractor does not currently use and will not use for the term of this
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China.
5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, and that no member of the
Chandler City Council, or any City employee has any interest, financially, or otherwise, in
Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement
without liability or, at its discretion, to deduct from the Agreement price or consideration, the
full amount of such commission, percentage, brokerage, or contingent fee.
5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and every
provision.
5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
or be associated with any real property or personal property owned or leased by the City. Such
notice must be given seven business days prior to commencement of the services by the
Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in
the Agreement acquired in connection with this Agreement to assist a third party in pursuing
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administrative or judicial action against the City; or (b) testifying or providing evidence on behalf
of any person in connection with an administrative or judicial action against the City; or (c) using
data to produce income for the Contractor or its employees independently of performing the
services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the
services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s
interests. Contractor's failure to provide a written notice and disclosure of the information as
set forth in this Section constitute a material breach of this Agreement.
5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all
information, whether written or verbal, including plans, photographs, studies, investigations, audits,
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work
product, proposals, correspondence and any other similar documents or information prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in the performance of this
Agreement. The Parties agree that all data, regardless of form, including originals, images, and
reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in
connection with the Contractor's or its subcontractor’s performance of this Agreement is
confidential and proprietary information belonging to the City. Except as specifically provided in this
Agreement, Contractor or its subcontractors must not divulge data to any third party without the
City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes
except to perform the services required under this Agreement. These prohibitions do not apply to
the following data provided to the Contractor or its subcontractors have first given the required
notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its
performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors
by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had
the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise
required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of
law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event
the Contractor or its subcontractors are required or requested to disclose data to a third party, or
any other information to which the Contractor or its subcontractors became privy as a result of any
other contract with the City, the Contractor must first notify the City as set forth in this Section of
the request or demand for the data. The Contractor or its subcontractors must give the City
sufficient facts so that the City can be given an opportunity to first give its consent or take such
action that the City may deem appropriate to protect such data or other information from
disclosure. Unless prohibited by law, within ten calendar days after completion or termination of
services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set
forth in this Section, a copy of all data to the City. All data must continue to be subject to the
confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability
to maintain the confidentiality of the data in its possession and agrees to compensate the City if any
of the provisions of this Section are violated by the Contractor, its employees, agents or
subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this
Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor
agrees that the requirements of this Section must be incorporated into all subcontracts entered
into by Contractor. A violation of this Section may result in immediate termination of this Agreement
without notice.
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5.27 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy,
must be secured and protected at all times by Contractor and any of its subcontractors. At a
minimum, Contractor must encrypt or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
subcontracts entered into by Contractor. It is further agreed that a violation of this Section must
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations
of Contractor or its subcontractors under this Section must survive the termination of this
Agreement.
5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts located
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably
consents to the jurisdiction and venue of such court.
5.29 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.
5.30 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.
5.31 Severability. If any provision of this Agreement or the application to any person or
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest extent
permitted by law.
5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter
is merged and superseded.
5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.
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5.34 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the
obligation will be due and owing, and the time period will expire, on the first day after which is
not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.
5.35 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be the
responsibility of the Contractor. All claims for visible or concealed damage will be filed by the
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist
the Contractor in arranging for inspection.
5.36 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.
5.37 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.
5.38 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without the City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.
5.39 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
Exhibit E – Federal Requirements
5.40 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit D, which is attached to and made a part of this Agreement.
5.41 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
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accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.
If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.
Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.
5.42 Reserved.
5.43 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.
5.44 Warranties. Contractor must furnish a one-year warranty on all work and services
performed under this Agreement. Contractor must furnish, or cause to be furnished, a two-
year warranty on all fixtures, furnishings, and equipment furnished by Contractor,
subcontractors, or suppliers under this Agreement. Any defects in design, workmanship, or
materials that do not comply with this Agreement must be corrected by Contractor (including,
but not limited to, all parts and labor) at Contractor’s sole cost and expense. All written
warranties and redlines for as-built conditions must be delivered to the City on or before the
City’s final acceptance of Contractor’s services under this Agreement.
5.45 Emergency Purchases. City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by the
Contractor.
5.46 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of
Chandler. The City reserves the right to obtain like goods or services from another source when
necessary.
5.47 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's
approval of a budget that includes an appropriation for this item as expenditure. The City does not
represent that this budget item will be actually adopted. This determination is solely made by the
City Council at the time Council adopts the budget.
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This Agreement shall be in full force and effect only when it has been approved and executed
by the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: _________________________________________
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
Page 13 of 29
EXHIBIT A
SCOPE OF WORK
I. General
Contractor will provide construction project management services for the City’s Community Development
Block Grant (CDBG) Housing Rehabilitation Program. All work performed under this contract must comply
with HUD CDBG Program regulations (24 CFR Part 570), Uniform Administrative Requirements (2 CFR Part
200), and all applicable federal, state, and local requirements.
Estimated Funding Availability: The City of Chandler anticipates awarding a not to exceed amount of
$1,000,000 in committed and anticipated CDBG funds for Housing Rehabilitation Program Construction
Management Services.
Contractor will provide construction project management services, and will perform initial and final
residential inspections, scope of work creation, contractor procurement, construction oversight, and
billing/reporting (direct and indirect costs) to city for all construction related services. Contractor will be
responsible for adhering strictly to approved scopes, CDBG requirements, and procurement requirements
(Contractor will be responsible for paying subcontractors and requesting reimbursement from the City) for
related construction projects. The City will determine household eligibility before referring a qualifying
Chandler household to the construction project manager for services.
II. Program Overview
The City of Chandler’s CDBG Housing Rehabilitation Programs assists homeowners with low- and
moderate-income for necessary health, safety, accessibility, and code-related repairs. The City, in
partnership with the Contractor, completes 25-30 projects annually. Contractor will secure Sub-Contractors
to complete construction activities such as:
- Roofing, plumbing, electrical, HVAC, and general repairs
- Health and safety improvements
- Accessibility modifications
- Code compliance corrections
Project-specific work must meet:
- City of Chandler building codes
- HUD Housing Quality Standards (HQS)
- Arizona Registrar of Contractors Standards
- Lead-Based Paint (LBP) regulations (24 CFR Part 35)
- Asbestos and Radon requirements per EPA/HUD guidance
- Uniform Relocation Act requirements, if triggered
III. Scope of Work
The Contractor shall also perform on-site inspections, prepare detailed scopes of work, and procure
construction work, including:
- Conduct comprehensive on-site inspections for each assigned property.
- Identify code deficiencies, health and safety concerns, accessibility needs, and CDBG-eligible repairs.
- Develop detailed scopes of work (SOW) consistent with HUD Housing Quality Standards, City of Chandler
codes, and program guidelines.
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- Prepare accurate and itemized cost estimates based on industry standards.
- Execute procurement functions, such as obtaining contractor bids, participating in walk-throughs, and
reviewing submitted bids.
- Ensure all procurement activities follow CDBG procurement standards and conflict-of-interest
requirements.
The responsibilities listed below also apply.
The Contractor shall:
-
Attend on-site pre-construction meetings (bid walk).
-
Obtain all required permits.
-
Ensure all labor, materials, equipment, and completion of approved work.
-
Ensure compliance with all CDBG requirements, including:
o Federal labor standards (Davis-Bacon Act), if applicable
o Section 3 requirements, if applicable
o Procurement and financial compliance standards in 2 CFR 200, as applicable
o Lead-Safe Work Practices for homes built prior to 1978
-
Follow all LBP, asbestos, and radon hazard protocols, including:
o EPA Renovation, Repair & Painting (RRP) rule
o Safe containment and disposal requirements
o Worker safety protection under OSHA
-
Complete work within negotiated timelines.
-
Submit invoices and documentation in compliance with HUD requirements.
IV. Contractor Qualifications
The Contractor and any of its subcontractors must:
- Hold an active Arizona contractor license through the Arizona Registrar of Contractors for the work to be
performed.
- Maintain required insurance coverage (general liability, workers’ compensation, auto).
- Have a minimum of three (3) years of residential construction experience.
- Demonstrate experience with federally funded or public-sector housing rehab projects.
- Be EPA-certified for Lead-Safe Renovation (RRP).
- Be willing to comply with capturing information related to Small and Minority Business Enterprises, and
Women’s Business Enterprises (MBE WBE) and Veteran-Owned Businesses.
- Be willing to comply with Section 3 requirements, as applicable.
- Have no active debarment or suspension (SAM.gov verification required).
V. Federal Requirements
The selected Contractor must comply and ensure subcontractor compliance with all applicable HUD/CDBG
regulations, including but not limited to:
- 24 CFR Part 570 – CDBG Program Regulations
- 24 CFR Part 35 – Lead-Based Paint Regulations
- 2 CFR Part 200 – Uniform Administrative Requirements
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- 24 CFR Part 58 – Environmental Review requirements
- 24 CFR Part 75 – Section 3 Requirements, if applicable
- Davis-Bacon and Related Acts, if project meets thresholds
-2 CFR Part 184 Build America Buy America (BABA), if project meets thresholds
-2 CFR Part 200.321 - MBE WBE Requirements
- Equal Opportunity and Fair Housing requirements
Additional Federal Compliance Requirements
The Contractor shall comply and ensure subcontractor compliance with the following federal authorities,
as applicable:
a. Executive Order 14168 – Defending Women from Gender Ideology Extremism and Restoring Biological
Truth to the Federal Government
b. Executive Order 14173 – Ending Illegal Discrimination and Restoring Merit-Based Opportunity
c. Executive Order 14182 – Enforcing the Hyde Amendment
d. Executive Order 14154 – Unleashing American Energy
e. Executive Order 14218 – Ending Taxpayer Subsidization of Open Borders
f. Executive Order 14205 – Establishment of the White House Faith Office
h. 31 U.S.C. § 3729(b)(4) – False Claims Act – Material Compliance Provision
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EXHIBIT B
COMPENSATION AND FEES
Costs associated with the completion of 25-30 projects annually.
Cost Component
Amount
Contractor Personnel Costs
Salaries & Wages
$146,885.40
Employee-Related Expenses/Non-Wage Benefits
$33,431.81
Contractor Personnel Costs
$180,317.21
Other Contractor Costs
Phone/Internet
$2,511.74
Rent (includes utilities)
$7,740.86
Travel/Mileage and Transportation Expenses
$8,450.00
Audit Fees
$940.07
Insurance
$8445.91
Office Materials and Supplies
$631.61
Printing
$673.55
Postage
$0
Administrative Federal Indirect Costs (15% excludes rent)
$129,425.10
Other Contractor Costs
$158,818.84
Subcontractor Costs
(materials/labor/repairs/rehabilitation/permits (if required))
Subcontractor Costs
$660,863.95
Grand Total
$1,000,000.00
CONTRACTOR PERSONNEL COST
Include salaries/wages and employee-related expenses/non-wage benefits for employees used for the
resulting agreement.
OTHER CONTRACTOR COSTS
These are contractor costs associated with delivering services.
Ex: Phone service, internet service, rent, utilities, travel mileage, audit fees, insurance, office materials,
printing, postage, and office supplies.
INDIRECT COSTS (Federal Approved)
Ex: Payroll, insurance, audit
List needs that will be funded by the grant.
x
Purpose and benefit to the program
x
Service/Item, quantity, and total cost
SUBCONTRACTOR COSTS
The cost of materials, construction, labor fees, repairs, and rehabilitation
Page 17 of 29
EXHIBIT C
INSURANCE
General.
A.
At the same time as execution of this Agreement, the Contractor shall furnish the City a
certificate of insurance on a standard insurance industry ACORD form. The ACORD form
must be issued by an insurance company authorized to transact business in the State of
Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to
do business in the State of Arizona with policies and forms satisfactory to City. Provided,
however, the A.M. Best rating requirement shall not be deemed to apply to required Workers’
Compensation coverage.
B.
The Contractor and any of its subcontractors shall procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Agreement are
satisfied, the insurances set forth below.
C.
The insurance requirements set forth below are minimum requirements for this Agreement
and in no way limit the indemnity covenants contained in this Agreement.
D.
The City in no way warrants that the minimum insurance limits contained in this Agreement
are sufficient to protect Contractor from liabilities that might arise out of the performance
of the Agreement services under this Agreement by Contractor, its agents, representatives,
employees, subcontractors, and the Contractor is free to purchase any additional insurance
as may be determined necessary.
E.
Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve the Contractor from,
nor will it be considered a waiver of its obligation to maintain the required insurance at all
times during the performance of this Agreement.
F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall execute
a written contract with Subcontractor containing the same Indemnification Clause and
Insurance Requirements as the City requires of the Contractor in this Agreement. The
Contractor is responsible for executing the Agreement with the Subcontractor and obtaining
Certificates of Insurance and verifying the insurance requirements.
Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of liability not
less than those stated below.
A.
Commercial General Liability-Occurrence Form. Contractor must maintain “occurrence” form
Commercial General Liability insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products
and completed operations, independent contractors, personal injury and advertising injury.
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess
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insurance must be “follow form” equal or broader in coverage scope than underlying
insurance.
B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance with a
limit of $1,000,000 each accident on Contractor owned, hired, and non-owned vehicles
assigned to or used in the performance of the Contractor’s work or services under this
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of this
paragraph, the Excess or Umbrella insurance must be “follow form” equal or broader in
coverage scope than underlying insurance.
C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain Workers
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Contractor employees engaged in the performance of work or services under
this Agreement and must also maintain Employers’ Liability insurance of not less than
$1,000,000 for each accident and $1,000,000 disease for each employee.
Additional Policy Provisions Required.
A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by the City. If not approved, the City may require that the insurer reduce
or eliminate any deductible or self-insured retentions with respect to the City, its officers,
officials, agents, employees, and volunteers.
1. The Contractor’s insurance must contain broad form contractual liability coverage.
2. The Contractor's insurance coverage must be primary insurance with respect to the City,
its officers, officials, agents, and employees. Any insurance or self-insurance maintained
by the City, its officers, officials, agents, and employees shall be in excess of the coverage
provided by the Contractor and must not contribute to it.
3. The Contractor's insurance must apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
4. Coverage provided by the Contractor must not be limited to the liability assumed under
the indemnification provisions of this Agreement.
5. The policies must contain a severability of interest clause and waiver of subrogation
against the City, its officers, officials, agents, and employees, for losses arising from Work
performed by the Contractor for the City.
6. The Contractor, its successors and or assigns, are required to maintain Commercial
General Liability insurance as specified in this Agreement for a minimum period of three
years following completion and acceptance of the Work. The Contractor must submit a
Certificate of Insurance evidencing Commercial General Liability insurance during this
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three year period containing all the Agreement insurance requirements, including
naming the City of Chandler, its agents, representatives, officers, directors, officials and
employees as Additional Insured as required.
7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but this
acceptance and reliance will not waive or alter in any way the insurance requirements or
obligations of this Agreement.
B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement, the
Contractor must forward renewal or replacement Certificates to the City within ten days
after the renewal date containing all the required insurance provisions.
2. Each insurance policy required by the insurance provisions of this Contract/Agreement
shall provide the required coverage and shall not be suspended, voided or canceled
except after 30 days prior written notice has been given to the City, except when
cancellation is for non-payment of premium, then ten days prior notice may be given.
Such notice shall be sent directly to Chandler Law-Risk Management Department, Post
Office Box 4008, Mailstop 628, Chandler, Arizona 85225. If any insurance company
refuses to provide the required notice, the Contractor or its insurance broker shall notify
the City of any cancellation, suspension, non-renewal of any insurance within seven days
of receipt of insurers’ notification to that effect.
A.
City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:
1. The Commercial General Liability and Automobile Liability policies are to contain, or be
endorsed to contain, the following provisions: The City, its officers, officials, agents, and
employees are additional insureds with respect to liability arising out of activities
performed by, or on behalf of, the Contractor including the City's general supervision of
the Contractor; Products and Completed operations of the Contractor; and automobiles
owned, leased, hired, or borrowed by the Contractor.
2. The City, its officers, officials, agents, and employees must be additional insureds to the
full limits of liability purchased by the Contractor even if those limits of liability are in
excess of those required by this Agreement.
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EXHIBIT D
SPECIAL CONDITIONS
1. Contractor and Subcontractor Worker Background Screening. Contractor agrees that all
contract workers and subcontractors (collectively "Contract Worker(s)") that Contractor furnishes
to City under this Agreement will be subject to background and security checks and screening as
set forth in this Section (collectively "Background Screening") at Contractor’s sole cost and expense.
As part of the Background Screening, Contractor must provide to a person designated by the City
the name(s), address(es), and phone number(s) of all Contract Workers who will provide any
services under this Agreement. All Contract Workers must comply with these Background
Screening requirements. All Contract Workers must be able to provide proof of the legal right to
work in the United States. The Background Screening provided by Contractor must comply with all
applicable laws, rules, and regulations. Contractor further agrees that the Background Screening
required in this Section is necessary to preserve and protect public health, safety, and welfare. The
Background Screening requirements set forth in this Section are the minimum requirements for
this Agreement. City in no way warrants that these minimum requirements are sufficient to protect
Contractor from any liabilities that may arise out of Contractor’s services under this Agreement or
Contractor’s failure to comply with this Section. Therefore, in addition to the specific measures set
forth below, Contractor and its Contract Workers must take such other reasonable, prudent, and
necessary measures to further preserve and protect public health, safety, and welfare when
providing services under this Agreement.
2. Background Screening Requirements and Criteria. Before offering or scheduling any services
under this Agreement, Contractor agrees that all Contract Workers, including the Contractor, if the
Contractor is an individual or sole proprietorship, must have successfully passed a Background
Screening in accordance with this Section. Contractor warrants that no person will be permitted
to substitute for a Contract Worker who has satisfied the Background Screening requirements until
the proposed substitute has also satisfied the Background Screening requirements in this Section.
For review and approval, Contractor must submit to a person designated by the City proof of a
completed Background Screening for each Contract Worker over the age of 18 performing services
under this Agreement no fewer than two (2) weeks before the proposed start date of such Contract
Worker’s services. The Background Screening must have been completed within the 12-month
period preceding the Contract Worker’s start date under this Agreement and must include the
results of a national criminal databased check with source verification, and a sex offender
database search.
3. Additional City Rights Regarding Security Inquiries. In addition to the foregoing, City reserves
the rights but not the obligations to: (1) have a Contract Worker be required to provide fingerprints
and execute such other documentation as may be necessary to obtain criminal justice information
pursuant to A.R.S. § 41-1750(G)(4); (2) act on newly acquired information whether or not such
information should have been previously discovered; (3) unilaterally change its standards and
criteria relative to the acceptability of Contract Workers; and (4) object, at any time and for any
reason, to a Contract Worker performing work (including supervision and oversight) under this
Agreement.
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4. Contractor Certification. By executing this Agreement, Contractor certifies that Contractor has
read and understands the Background Screening requirements and criteria in this Section and will
fully comply with such requirements. Contractor further certifies that any Background Screening
information to be furnished to City related to Contractor or its Contract Workers will be complete,
current, and accurate. A Contract Worker rejected for work under this Agreement will not be
proposed to perform work under other City contracts or engagements without City's prior written
approval.
5. Terms of This Section Applicable to all of Contractor’s Contracts and Subcontracts.
Contractor must include the terms of this Section for Contract Worker Background Screening in all
contracts and subcontracts for services furnished under this Agreement including, but not limited
to, supervision and oversight services.
6. Materiality of Background Screening Requirements: Indemnity. The Background Screening
requirements of this Section are material to City's entry into this Agreement and any breach of this
Section by Contractor will be deemed a material breach of this Agreement. In addition to the
indemnity provisions set forth in this Agreement, Contractor must defend, indemnify, and hold
harmless City for any and all Claims arising out of this Background Screening Section including,
but not limited to, the disqualification of a Contract Worker by Contractor or City for failure to
satisfy this Section.
7. Continuing Duty, Audit. Contractor’s obligations and requirements that Contract Workers satisfy
this Background Screening Section will continue throughout the entire term of this Agreement.
Contractor must notify City immediately of any change to a Background Screening of a Contract
Worker previously accepted by City. Contractor must maintain all records and documents related
to all Background Screenings and City reserves the right to audit Contractor’s compliance with this
Section under the terms of this Agreement.
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EXHIBIT E
FEDERAL REQUIREMENTS
THIS EXHIBIT amends and supplements the exhibits and agreement for Housing Rehabilitation Programs.
The following federal requirements apply to the Contractor any of its subcontractors.
I.
SPECIAL CONDITIONS
Contractor agrees to comply with the applicable requirements of Title 24 Code of Federal
Regulations, Part 570 of the Housing and Urban Development regulations concerning Community
Development Block Grants (CDBG) and all federal regulations and policies issued pursuant to these
regulations.
II.
ADMINISTRATIVE REQUIREMENTS
A.
Applicability of Uniform Administrative Requirements, Cost Principles, and Audit Requirements.
Contractor must comply with all applicable administrative requirements, cost principles, and audit
requirements as provided in 2 C.F.R. Part 200, as amended in 24 C.F.R. Part 570 as specific to CDBG
funding, in compliance with the Final Guidance issued by U.S. Department of Housing and Urban
Development on Feb. 26, 2015 (Notice: SD-2015-01).
B.
Documentation and Record-Keeping.
1. Records to be Maintained. Contractor will maintain accurate financial and service delivery records
pertinent to the Activity to be funded under this Agreement. Contractor books, records and other
documents related to this Agreement must be sufficient to support and document that allowable
services were provided to eligible participants. Records must support those costs incurred were
reasonable and allocable to the Activity under this Agreement. Contractor will comply with the
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards in 2 C.F.R., Part 200, as applicable, or any reasonably equivalent procedures and
requirements that the City may require.
2. Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
Page 23 of 29
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right
to decrease Contract price or payments made on this Agreement or request reimbursement from
the Contractor following final payment on this Agreement if the above provision is not included in
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their
records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.
3. Retention. Contractor must maintain all records related to expenditures incurred under this
Agreement for a period of five (5) years after the termination of all activities funded under this
Agreement, or after the resolution of all federal audit findings, whichever occurs later. Records for
non-expendable property acquired with funds under this Agreement shall be retained for five (5)
years after final disposition of such property. Records for any displaced person must be kept for
five (5) years after he/she has received final payment. If any claim, litigation, or audit is initiated
before the expiration of the retention period, the relevant records and documentation must be
retained until all such claims, litigation or audits have been resolved.
4. Close-Outs. Contractor obligations to the City shall not end until all closeout requirements are
completed. Activities during this close-out period shall include, but are not limited to making final
payments, disposing of program assets (including the return of all unused materials, equipment,
unspent cash advances, program income balances, and receivable accounts to the City), and
determining the custodianship of records.
C.
Reporting and Payment Procedures
1. Scope of Work. Contractor will submit a detailed scope of work and its associated cost for each
individual project of a form and content reviewed and approved by the City. The City and the
Contractor may agree to revise the scope of work and its associated cost from time to time in
accordance with existing City policies.
2. Indirect Costs. If indirect costs are charged, Contractor will develop an indirect cost allocation plan
for determining the appropriate City share of administrative costs and will submit such plan to the
City for approval.
3. Payment Procedures. The City will pay to Contractor funds available under this Agreement based
upon information submitted by Contractor and consistent with any approved budget and City policy
concerning payments.
D.
Procurement.
1. Compliance. If necessary for the services under this Agreement, Contractor will comply with current
City policy concerning the purchase of equipment and shall maintain an inventory record of all non-
expendable personal property as defined by such policy as may be procured with funds provided
herein. All program assets (unexpended program income, property, equipment, etc.) will revert to the
Page 24 of 29
City upon termination or expiration of this Agreement.
2. Compliance with Laws. As applicable, Contractor will comply with all applicable federal, state, and local
laws, regulations, and ordinances for making purchases under this Agreement. To the extent required
by law, Contractor will comply with applicable procurement standards in 2 C.F.R. Part 200.
3. Preference For Domestic Procurement. Pursuant to 2 C.F.R. 200.322, to the greatest extent practicable,
Contractor will purchase, acquire, or use goods, products or materials produced in the United States
(including but not limited to iron, aluminum, steel, cement and other manufactured products).
4. Prohibition on Certain Telecommunications Equipment. City is not permitted to use CDBG funds to
(i) procure or obtain; (ii) extend or renew a contract to procure or obtain; or (iii) enter into a contract
to procure or obtain equipment, services or systems that use covered telecommunications
equipment or services as a substantial or essential component of any system, or as critical technology
as part of any system. Covered telecommunications equipment is telecommunications equipment
produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such
entities) and such other entities described in 2 C.F.R. 200.216. Any such costs shall not be allowed or
reimbursed under this Agreement.
IV.
PERSONNEL & PARTICIPANT CONDITIONS
A.
Civil Rights.
1. Compliance. Contractor agrees to comply with all City and State Civil Rights Ordinances as well as
with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as
amended, Section 109 of Title I of the Housing and Community Development Act of 1974, Section
504 of the Rehabilitation Act of 1973, The Americans with Disabilities Act of 1990, the Age
Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by
Executive Orders 11375 and 12086.
2. Nondiscrimination. Contractor will not discriminate against any employee or applicant for
employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other
handicap, age, marital status, or status with regard to public assistance. Contractor will take
affirmative action to ensure that all employment practices are free from such discrimination.
3. Section 504. Contractor agrees to comply with any federal regulations issued pursuant to
compliance with Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 706) which prohibits
discrimination against the handicapped in any federally assisted program. The City will provide
Contractor with any guidelines necessary for compliance with that portion of the regulations in force
during the term of this Agreement.
4. Grievance Policy and Termination Policy. Contractor agrees to have a grievance and termination
policy in place for both their employees and clients.
5. Equal Opportunity. The Equal Opportunity Clause at 41 C.F.R. § 60-1.4 is incorporated herein by
reference.
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B.
Affirmative Action.
1. Contracting with Small Businesses, Minority Businesses, Women’s Business Enterprises, Veteran-
Owned Businesses, and Labor Surplus Area Firms. When possible, ensure that small businesses,
minority businesses, women's business enterprises, veteran-owned businesses and labor surplus
area firms are used when possible. Affirmative steps must include:
(a) Including these businesses on solicitation lists;
(b) Soliciting these businesses whenever they are eligible potential sources;
(c) Dividing procurement transactions into separate procurements to permit maximum
participation by these business types;
(d) Establishing delivery schedules that encourage participation by these business types;
(e) Utilizing organizations such as the Small Business Administration and the Minority
Business Development Agency of the Department of Commerce; and
(f) Including these requirements in any subcontracts.
2. Notifications. Contractor will send to each labor union or representative of workers with which it
has a collective bargaining agreement or other agreement of understanding, a notice, to be
provided by the agency contracting officer, advising the labor union or worker's representative of
Contractor commitments hereunder, and will post copies of the notice in conspicuous places
available to employees and applicants for employment.
3. EEO/AA Statement. Contractor will, in all solicitations or advertisements for employees placed by or
on behalf of Contractor, state that it is an Equal Opportunity or Affirmative Action employer.
4. Subcontract Provisions. Contractor will include the provisions of Paragraphs IV A, Civil Rights, and
B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that
such provisions will be binding upon each sub-Contractor or vendor.
5. Records/Audit. Contractor must furnish and cause each of its sub-contractors to furnish all
information and reports required hereunder and will permit access to its books, records and
accounts by the City, HUD or its agent, or other authorized federal officials for purposes of
investigation to ascertain compliance with the rules, regulations and provisions stated herein.
C.
Employment Restrictions.
1. Prohibited Activity. Contractor will maintain a drug-free workplace in accordance with the
requirements in Subpart B of 2 CFR § 2429, which adopts the government-wide implementation (2
CFR part 182) of sections 5152-5158 of the Drug-Free Workplace Act of 1988 (Pub. L. 100-690, Title
V, Subtitle D; 41 U.S.C. 701-707).
2. OSHA. Where employees are engaged in activities not covered under the Occupational Safety and
Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services
in buildings or surroundings or under working conditions which are unsanitary, hazardous, or
dangerous to the participants' health or safety.
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3. Build America, Buy America Act (BABA). Pursuant to the Build America, Buy America Act (BABA),
enacted as part of the Infrastructure Investment and Jobs Act (IIJA). Pub. L. I 17-58, 41 U.S.C. 8301
note, the Federal Financial Assistance used to fund this infrastructure project is requires to apply to
domestic content procurement preference (the “Buy America Preference” or “BAP”) for all
construction, alteration, maintenance, or repair of infrastructure, including buildings and real
property, unless application of the BAP has been waived by HUD. Additional details on fulfilling the
BABA requirements can be found at https://www.hud.gov/baba.
4. Suspension and Debarment. In accordance with the OMB guidelines at 2 CFR 180 that implement
Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235),
“Debarment and Suspension,” the Contractor agrees that neither it, nor its principals is presently
debarred, suspended proposed for debarment, declared ineligible, or voluntarily excluded from
participation in the transaction evidenced by this Contract by any federal department, and agrees
to comply with the requirements of 2 CFR 180 and 2 CFR 2424.
5. Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower
Rights (Nov 2023).
a. This contract and employees working on this contract will be subject to the whistleblower
rights and remedies in the pilot program on Contractor employee whistleblower protections
established at 41 U.S.C. 4712 and FAR 3.900 through 3.905.
b. The Contractor must inform their employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described
in section FAR 3.900 through 3.905.
c. The Contractor will insert the substance of this clause, including this paragraph (c), in all
subcontracts over the simplified acquisition threshold.
6. Prohibition on Human Trafficking. The Contractor shall comply with Section 106 of the Victims of
Trafficking and Violence Protection Act of 2000 and shall not:
a. engage in severe forms of trafficking in persons;
b. procure a commercial sex act; or
c. use forced labor in the performance of the Agreement.
7. BYRD ANTI-LOBBYING CERTIFICATION (31 U.S.C. 1352):
The Contractor hereby certifies, to the best of his or her knowledge and belief, that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor,
to any person for influencing or attempting to influence an officer or employee of any 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
grant, the making of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of and Federal contract, grant,
loan, or cooperative agreement.
b. Each contractor tier must certify to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization or influencing or attempting to influence
an officer or employee of any agency, a member of Congress, officer or employee of Congress,
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or an employee of a member of Congress in connection with obtaining any Federal contract,
grant or any other award covered by 31 U.S.C. 1352.
c. 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 any agency, a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
Contractor must complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying", in accordance with its instructions. Such disclosures are forwarded from tier to tier
up to the non-Federal award.
D.
Conduct
1. Subcontracts.
a. Approvals. Contractor will not enter into any subcontracts with any agency or individual in the
performance of this Agreement without the written consent of the City prior to the execution of
such Agreement.
b. Monitoring. Contractor will monitor all subcontracted services on a regular basis to assure
contract compliance.
c. Content. Contractor will cause all the provisions of this Agreement in its entirety to be included
in and made a part of any subcontract executed in the performance of this Agreement.
d. Selection Process. Contractor will undertake to ensure that all subcontracts let in the
performance of this Agreement shall be awarded on a fair and open competition basis.
2. Copyright. If this Agreement results in any copyrightable material, the City and/or grantor agency
reserves the right to royalty-free, non-exclusive, and irrevocable license to reproduce, publish or
otherwise use and to authorize other to use, the work for government purposes.
3. Religious Organization. Contractor agree that funds provided under this Agreement will not be
utilized for religious activities, to promote religious interests, or religious instruction in accordance
with the federal regulations specified in 24 C.F.R. § 5.109 and 570.200(J).
4. Fair Housing. Contractor agree to comply with all provisions of the Fair Housing Act,42 U.S.C § 3601
et seq. In accordance with the Fair Housing all programs and activities related to housing and urban
development must affirmatively further the policies of the Fair Housing Act (AFFH).
V.
ENVIRONMENTAL CONDITIONS
A.
Air and Water. Contractor agree to comply with the following regulations insofar as they apply to
the performance of this Agreement:
1. Clean Air Act, 42 U.S.C., 7401, et seq.
2. Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq., as amended section 1318
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relating to inspection, monitoring, entry, reports, and information, as well as other regulations and
guidelines issued thereunder.
3. Environmental Protection Agency (EPA) regulations pursuant to 40 C.F.R., Part 50, as amended.
4. National Environmental Policy Act of 1969, 42 U.S.C. § 4321, et. seq
5. HUD Environmental Review Procedures (24 CFR, Part 58).
B.
Flood Disaster Protection. Contractor agree to comply with the requirements of the Flood Disaster
Protection Act of 1973 regarding the sale, lease or other transfer of land acquired, cleared, or improved
under the terms of this Agreement, as it may apply to the provisions of this Agreement.
C.
Lead-Based Paint. This Agreement is subject to the Lead-Based Paint Poisoning Prevention Act (42
U.S.C. § 4821 et seq.), and Lead-Based Paint Regulations (24 C.F.R. Part 35 and 24 C.F.R. §570.608 and
92.335), and related amendments thereto. The use of lead-based paint is prohibited whenever federal
funds are used directly or indirectly for the construction, rehabilitation, or modernization of residential
structures. All federally assisted residential structures and related property constructed prior to 1978,
Homebuyer Programs, Tenant-Based Rental Assistance, and Special-Needs Housing (acquisition), will
comply with existing and new Lead-Based Paint Hazard Reduction Requirements. The City shall be
consulted regarding the Contractor compliance status.
D. Historic Preservation. This Agreement is subject to the requirements of P.L. 89-665, the Archaeological
and Page 16 of 24 Historic Preservation Act of 1974 (P.L. 93-291), Executive Order 11593, and the
procedures prescribed by the Advisory Council on Historic Preservation in 36 C.F.R. Part 800. The City
must consider the effect of a project on any district, site, building, structure, or object listed in or found
by the Secretary of the Interior, pursuant to 36 C.F.R. Part 800, to be eligible for inclusion in the National
Register of Historic Places, maintained by the National Park Service of the U. S. Department of the
Interior, and must make every effort to eliminate or minimize any adverse effect on a historic property.
E.
Procurement of Recovered Materials.
a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act, the Contractor must procure items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of
recovered materials practicable, consistent with maintaining a satisfactory level of competition. The
Contractor must procure items designated in the EPA guidelines that contain the highest percentage
of recovered materials practicable unless the Contractor determines that such items: (1) are not
reasonably available in a reasonable time period; (2) fail to meet reasonable performance
standards, which will be determined the basis of the guidelines of the National Institute of
Standards and Technology, if applicable to the item, or (3) are only available at an unreasonable
price.
b) Paragraph (a) of this clause will apply to items purchased under this contract where: (1) the
Contractor purchases in excess of $10,000 of the item under this contract; or (2) during the
preceding Federal fiscal year, the Contractor: (i) 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 (ii) purchased a total of in excess of $10,000
of the item both under and outside that contract.
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F.
Energy Efficiency. The contractor will observe 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 (42 U.S.C. 6201 et seq.).