HUD-5370 C1 General Conditions for Non-Construction Contracts Sectio

General Conditions for Non-Construction
Contracts

U.S. Department of Housing and Urban
Development
Office of Public and Indian Housing
Office of Labor Relations
OMB Approval No. 2577-0157 (excl. 11/30/2023)

Section I — (With or without Maintenance Work)

Public Reporting Burden for this collection of information is estimated to average one hour per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. HUD may not
conduct or sponsor, and an applicant is not required to respond to a collection of information unless it displays a currently valid OMB control number.

Applicability. This form HUD-5370-C has 2 Sections. These
Sections must be inserted into non-construction contracts as
described below:
1) Non-construction contracts (without maintenance)
greater than $250,000 - use Section I;
2) Maintenance contracts (including nonroutine
maintenance as defined at 24 CFR 905.100) greater than
$2,000 but not more than $250,000 - use Section II; and
3) Maintenance contracts (including nonroutine
maintenance), greater than $250,000 — use
Sections I and II.

proposal submitted before final payment of the contract.
(d) Failure to agree to any adjustment shall be a dispute under
clause Disputes, herein. However, nothing in this clause
shall excuse the Contractor from proceeding with the
contract as changed.
(e) No services for which an additional cost or fee will be
charged by the Contractor shall be furnished without the
prior written consent of the HA.
3.

(a) The HA may terminate this contract in whole, or from time
to time in part, for the HA's convenience or the failure of the
Contractor to fulfill the contract obligations (default). The HA
shall terminate by delivering to the Contractor a written
Notice of Termination specifying the nature, extent, and
effective date of the termination. Upon receipt of the notice,
the Contractor shall: (i) immediately discontinue all services
affected (unless the notice directs otherwise); and (ii)
deliver to the HA all information, reports, papers, and other
materials accumulated or generated in performing this
contract, whether completed or in process.
(b) If the termination is for the convenience of the HA, the HA
shall be liable only for payment for services rendered
before the effective date of the termination.
(c) If the termination is due to the failure of the Contractor to
fulfill its obligations under the contract (default), the HA may
(i) require the Contractor to deliver to it, in the manner and
to the extent directed by the HA, any work as described in
subparagraph (a)(ii) above, and compensation be
determined in accordance with the Changes clause,
paragraph 2, above; (ii) take over the work and prosecute
the same to completion by contract or otherwise, and the
Contractor shall be liable for any additional cost incurred by
the HA; (iii) withhold any payments to the Contractor, for the
purpose of off-set or partial payment, as the case may be,
of amounts owed to the HA by the Contractor.
(d) If, after termination for failure to fulfill contract obligations
(default), it is determined that the Contractor had not failed,
the termination shall be deemed to have been effected for
the convenience of the HA, and the Contractor shall been
titled to payment as described in paragraph (b) above.
(e) Any disputes with regard to this clause are expressly made
subject to the terms of clause titled Disputes herein.

Section I - Clauses for All Non-Construction Contracts greater
than $250,000
1. Definitions
The following definitions are applicable to this contract:
(a) "Authority or Housing Authority (HA)" means
the Housing Authority.
(b) "Contract" means the contract entered into between the
Authority and the Contractor. It includes the contract form,
the Certifications and Representations, these contract
clauses, and the scope of work. It includes all formal
changes to any of those documents by addendum, Change
Order, or other modification.
(c) "Contractor" means the person or other entity entering
into the contract with the Authority to perform all of the
work required under the contract.
(d) "Day" means calendar days, unless otherwise stated.
(e) "HUD" means the Secretary of Housing and Urban
development, his delegates, successors, and assigns,
and the officers and employees of the United States
Department of Housing and Urban Development acting for
and on behalf of the Secretary.
2. Changes
(a) The HA may at any time, by written order, and without
notice to the sureties, if any, make changes within the
general scope of this contract in the services to be
performed or supplies to be delivered.
(b) If any such change causes an increase or decrease in the
hourly rate, the not-to-exceed amount of the contract, or the
time required for performance of any part of the work under
this contract, whether or not changed by the order, or
otherwise affects the conditions of this contract, the HA
shall make an equitable adjustment in the not-to-exceed
amount, the hourly rate, the delivery schedule, or other
affected terms, and shall modify the contract accordingly.
(c) The Contractor must assert its right to an equitable
adjustment under this clause within 30 days from the date
of receipt of the written order. However, if the HA decides
that the facts justify it, the HA may receive and act upon a

Termination for Convenience and Default

4.

Examination and Retention of Contractor's Records
(a) The HA, HUD, or Comptroller General of the United States,
or any of their duly authorized representatives shall, until 3
years after final payment under this contract, have access
to and the right to examine any of the Contractor's directly
pertinent books, documents, papers, or other records
involving transactions related to this contract for the
purpose of making audit, examination, excerpts, and
transcriptions.

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(b) The Contractor agrees to include in first-tier subcontracts
under this contract a clause substantially the same as
paragraph (a) above. "Subcontract," as used in this
clause, excludes purchase orders not exceeding $10,000.
(c) The periods of access and examination in paragraphs
(a) and (b) above for records relating to:
(i) appeals under the clause titled Disputes;
(ii) litigation or settlement of claims arising from
the performance of this contract; or,
(iii) costs and expenses of this contract to which the HA,
HUD, or Comptroller General or any of their duly
authorized representatives has taken exception shall
continue until disposition of such appeals, litigation,
claims, or exceptions.
5.

Rights in Data (Ownership and Proprietary Interest)

Energy Efficiency
The contractor shall comply with all mandatory standards and
policies relating to energy efficiency which are contained in
the energy conservation plan issued in compliance with the
Energy Policy and Conservation Act (Pub.L. 94-163) for the
State in which the work under this contract is performed.

7. Disputes
(a) All disputes arising under or relating to this contract,
except for disputes arising under clauses contained in
Section 111, Labor Standards Provisions, including any
claims for damages for the alleged breach there of which
are not disposed of by agreement, shall be resolved under
this clause.
(b) All claims by the Contractor shall be made in writing and
submitted to the HA. A claim by the HA against the
Contractor shall be subject to a written decision by the HA.
(c) The HA shall, with reasonable promptness, but in no event
in no more than 60 days, render a decision concerning any
claim hereunder. Unless the Contractor, within 30 days after
receipt of the HA's decision, shall notify the HA in writing
that it takes exception to such decision, the decision shall be
final and conclusive.
(d) Provided the Contractor has (i) given the notice within the
time stated in paragraph (c) above, and (ii) excepted its
claim relating to such decision from the final release, and (iii)
brought suit against the HA not later than one year after
receipt of final payment, or if final payment has not been
made, not later than one year after the Contractor has had a
reasonable time to respond to a written request by the HA
that it submit a final voucher and release, whichever is
earlier, then the HA's decision shall not be final or
conclusive, but the dispute shall be determined on the
merits by a court of competent jurisdiction.
(e) The Contractor shall proceed diligently with performance
of this contract, pending final resolution of any request for
relief, claim, appeal, or action arising under the contract,
and comply with any decision of the HA.
8.

9.

Assignment of Contract
The Contractor shall not assign or transfer any interest in this
contract; except that claims for monies due or to become due
from the HA under the contract may be assigned to a bank,
trust company, or other financial institution. If the Contractor is
a partnership, this contract shall inure to the benefit of the
surviving or remaining member(s) of such partnership
approved by the HA.

10. Certificate and Release

The HA shall have exclusive ownership of, all proprietary
interest in, and the right to full and exclusive possession of all
information, materials and documents discovered or produced
by Contractor pursuant to the terms of this Contract, including
but not limited to reports, memoranda or letters concerning the
research and reporting tasks of this Contract.
6.

A breach of these Contract clauses may be grounds for
termination of the Contract and for debarment or denial of
participation in HUD programs as a Contractor and a
subcontractor as provided in 24 CFR Part 24.

Prior to final payment under this contract, or prior to
settlement upon termination of this contract, and as a
condition precedent thereto, the Contractor shall execute and
deliver to the HA a certificate and release, in a form
acceptable to the HA, of all claims against the HA by the
Contractor under and by virtue of this contract, other than
such claims, if any, as may be specifically excepted by the
Contractor in stated amounts set forth therein.
11. Organizational Conflicts of Interest
(a) The Contractor warrants that to the best of its knowledge
and belief and except as otherwise disclosed, it does not
have any organizational conflict of interest which is
defined as a situation in which the nature of work under
this contract and a contractor's organizational, financial,
contractual or other interests are such that:
(i) Award of the contract may result in an unfair
competitive advantage; or
( ) The Contractor's objectivity in performing the contract
work may be impaired.
(b) The Contractor agrees that if after award it discovers an
organizational conflict of interest with respect to this
contract or any task/delivery order under the contract, he or
she shall make an immediate and full disclosure in writing
to the Contracting Officer which shall include a description
of the action which the Contractor has taken or intends to
take to eliminate or neutralize the conflict. The HA may,
however, terminate the contract or task/delivery order for
the convenience of the HA if it would be in the best interest
of the HA.
(c) In the event the Contractor was aware of an organizational
conflict of interest before the award of this contract and
intentionally did not disclose the conflict to the Contracting
Officer, the HA may terminate the contract for default.
(d) The terms of this clause shall be included in all
subcontracts and consulting agreements wherein the work
to be performed is similar to the service provided by the
prime Contractor. The Contractor shall include in such
subcontracts and consulting agreements any necessary
provisions to eliminate or neutralize conflicts of interest.
12. Inspection and Acceptance
(a) The HA has the right to review, require correction, if
necessary, and accept the work products produced by the
Contractor. Such review(s) shall be carried out within 30
days so as to not impede the work of the Contractor. Any

Contract Termination; Debarment

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product of work shall be deemed accepted as submitted if
the HA does not issue written comments and/or required
corrections within 30 days from the date of receipt of
such product from the Contractor.
(b) The Contractor shall make any required corrections
promptly at no additional charge and return a revised copy
of the product to the HA within 7 days of notification or a
later date if extended by the HA.
(c) Failure by the Contractor to proceed with reasonable
promptness to make necessary corrections shall be a
default. If the Contractor's submission of corrected work
remains unacceptable, the HA may terminate this contract
(or the task order involved) or reduce the contract price or
cost to reflect the reduced value of services received.
13. Interest of Members of Congress
No member of or delegate to the Congress of the United States
of America or Resident Commissioner shall be admitted to any
share or part of this contract or to any benefit to arise there
from, but this provision shall not be construed to extend to this
contract if made with a corporation for its general benefit.
14. Interest of Members, Officers, or Employees and
Former Members, Officers, or Employees
No member, officer, or employee of the HA, no member of the
governing body of the locality in which the project is situated, no
member of the governing body in which the HA was activated,
and no other pubic official of such locality or localities who
exercises any functions or responsibilities with respect to the
project, shall, during his or her tenure, or for one year
thereafter, have any interest, direct or indirect, in this contract or
the proceeds thereof.
15. Limitation on Payments to Influence Certain
Federal Transactions
(a) Definitions. As used in this clause:
"Agency", as defined in 5 U.S.C. 552(f), includes Federal
executive departments and agencies as well as independent
regulatory commissions and Government corporations, as
defined in 31 U.S.C. 9101(1).
"Covered Federal Action" means any of the
following Federal actions:
(i)
The awarding of any Federal contract;
(ii) The making of any Federal grant;
(iii) The making of any Federal loan;
(iv) The entering into of any cooperative agreement; and,
(v) The extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan,
or cooperative agreement.
Covered Federal action does not include receiving from an
agency a commitment providing for the United States to insure
or guarantee a loan.
"Indian tribe" and "tribal organization" have the meaning
provided in section 4 of the Indian Self-Determination and
Education Assistance Act (25 U.S.C. 450B). Alaskan Natives
are included under the definitions of Indian tribes in that Act.
"Influencing or attempting to influence" means making, with
the intent to influence, any communication to or appearance
before 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 any covered
Federal action.

"Local government" means a unit of government in a
State and, if chartered, established, or otherwise recognized
by a State for the performance of a governmental duty,
including a local public authority, a special district, an
intrastate district, a council of governments, a sponsor group
representative organization, and any other instrumentality of a
local government
"Officer or employee of an agency' includes the
following individuals who are employed by an agency:
(i) An individual who is appointed to a position in the
Government under title 5, U.S.C., including a
position under a temporary appointment;
(ii) A member of the uniformed services as defined
in section 202, title 18, U.S.C.;
(iii) A special Government employee as defined in
section 202, title 18, U.S.C.; and,
(iv) An individual who is a member of a Federal
advisory committee, as defined by the Federal
Advisory Committee Act, title 5, appendix 2.
"Person" means an individual, corporation, company,
association, authority, firm, partnership, society, State, and local
government, regardless of whether such entity is operated for
profit or not for profit. This term excludes an Indian tribe, tribal
organization, or other Indian organization with respect to
expenditures specifically permitted by other Federal law.
"Recipient" includes all contractors, subcontractors at any
tier, and subgrantees at any tier of the recipient of funds received
in connection with a Federal contract, grant, loan, or cooperative
agreement. The term excludes an Indian tribe, tribal organization,
or any other Indian organization with respect to
expenditures specifically permitted by other Federal law.
"Regularly employed means, with respect to an officer or
employee of a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, an officer or
employee who is employed by such person for at least 130
working days within one year immediately preceding the date of
the submission that initiates agency consideration of such
person for receipt of such contract, grant, loan, or cooperative
agreement. An officer or employee who is employed by such
person for less than 130 working days within one year
immediately preceding the date of submission that initiates
agency consideration of such person shall be considered to be
regularly employed as soon as he or she is employed by such
person for 130 working days.
"State" means a State of the United States, the District of
Columbia, the Commonwealth of Puerto Rico, a territory or
possession of the United States, an agency or instrumentality
of a State, and a multi-State, regional, or interstate entity
having governmental duties and powers.
(b) Prohibition.
(i) Section 1352 of title 31, U.S.C. provides in part that no
appropriated funds may be expended by the recipient
of a Federal contract, grant, loan, or cooperative
agreement to pay 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 any of the following covered Federal
actions: 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
any Federal contract, grant, loan, or cooperative
agreement.
(v) The prohibition does not apply as follows:

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(1) Agency and legislative liaison by
Own Employees.
(a) The prohibition on the use of appropriated
funds, in paragraph (i) of this section, does not
apply in the case of a payment of reasonable
compensation made to an officer or employee of
a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement,
if the payment is for agency and legislative
activities not directly related to a covered
Federal action.
(b) For purposes of paragraph (b)(i)(1)(a) of
this clause, providing any information specifically
requested by an agency or Congress is permitted
at any time.
(c) The following agency and legislative liaison
activities are permitted at any time only where
they are not related to a specific solicitation for
any covered Federal action:
(1) Discussing with an agency
(including individual demonstrations) the qualities
and characteristics of the person's products or
services, conditions or terms of sale, and service
capabilities; and,
(2) Technical discussions and other
activities regarding the application or
adaptation of the person's products or services
for an agency's use.
(d) The following agency and legislative liaison
activities are permitted where they are prior to
formal solicitation of any covered Federal action:
(1) Providing any information not
specifically requested but necessary for an
agency to make an informed decision about
initiation of a covered Federal action;
(2) Technical discussions regarding the
preparation of an unsolicited proposal prior to its
official submission; and
(3) Capability presentations by persons
seeking awards from an agency pursuant to the
provisions of the Small Business Act, as
amended by Public Law 95-507 and
other subsequent amendments.
(e) Only those activities expressly authorized
by subdivision (b)(ii)(1)(a) of this clause are
permitted under this clause.
(2) Professional and technical services.
(a) The prohibition on the use of appropriated
funds, in subparagraph (b)(i) of this
clause, does not apply in the case of(i) A payment of reasonable compensation
made to an officer or employee of a
person requesting or receiving a
covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal action,
if payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
receiving that Federal action.
(i) Any reasonable payment to a person,
other than an officer or employee of a

person requesting or receiving a
covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal action
if the payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
receiving that Federal action. Persons
other than officers or employees of a
person requesting or receiving a
covered Federal action include
consultants and trade associations.
(b) For purposes of subdivision (b)(ii)(2)(a) of
clause, "professional and technical services"
shall be limited to advice and analysis
directly applying any professional or
technical discipline.
(c) Requirements imposed by or pursuant to law
as a condition for receiving a covered
Federal award include those required by law
or regulation, or reasonably expected to be
required by law or regulation, and any other
requirements in the actual award
documents.
(d) Only those services expressly authorized
by subdivisions (b)(ii)(2)(a)(i) and (ii) of this
section are permitted under this clause.
(iii) Selling activities by independent sales
representatives.
(c) The prohibition on the use of appropriated funds, in
subparagraph (b)(i) of this clause, does not apply to the
following selling activities before an agency by independent
sales representatives, provided such activities are prior to
formal solicitation by an agency and are specifically limited
to the merits of the matter:
(i) Discussing with an agency (including individual
demonstration) the qualities and characteristics of the
person's products or services, conditions or terms of
sale, and service capabilities; and
(ii) Technical discussions and other activities regarding
the application or adaptation of the person's
products or services for an agency's use.
(d) Agreement. In accepting any contract, grant, cooperative
agreement, or loan resulting from this solicitation, the
person submitting the offer agrees not to make any
payment prohibited by this clause.
(e) Penalties. Any person who makes an expenditure
prohibited under paragraph (b) of this clause shall be
subject to civil penalties as provided for by 31 U.S.C.
1352. An imposition of a civil penalty does not prevent
the Government from seeking any other remedy that may
be applicable.
(f) Cost Allowability. Nothing in this clause is to be interpreted
to make allowable or reasonable any costs which would be
unallowable or unreasonable in accordance with Part 31 of
the Federal Acquisition Regulation (FAR), or OMB
Circulars dealing with cost allowability for recipients of
assistance agreements. Conversely, costs made
specifically unallowable by the requirements in this clause
will not be made allowable under any of the provisions of
FAR Part 31 or the relevant OMB Circulars.

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16. Equal Employment Opportunity
During the performance of this contract, the
Contractor/Seller agrees as follows:
(a)The [contractor/seller] will not discriminate against any emplo
yee or applicant for employment because of race, color, religion, sex,
sexual orientation, gender identity, disability, or national origin. The
[contractor/seller] will take affirmative action to ensure that appli
cants are employed, and that employees are treated during employm
ent, without regard to their race, color, religion, sex, sexual orientation, gender identity, disability, or national origin. Such action shall in
dude, but not be limited to the following: Employment, upgrading,
demotion, or transfer, recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The [contractor/seller]
agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the contracting
officer setting forth the provisions of this nondiscrimination clause.
(b)The [contractor/seller] will, in all solicitations or
advertisement s for employees placed by or on behalf of the
[contractor/seller], state that all qualified applicants will receive
consideration for employ ment without regard to race, color, religion,
sex, sexual orientation, gender identity, disability, or national origin.
(c)The [contractor/seller] will not discharge or in any other manner discriminate against any employee or applicant for employment
because such employee or applicant has inquired about, discussed,
or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instance
s in which an employee who has access to the compensation inform
ation of other employees or applicants as a part of such employee's
essential job functions discloses the compensation of such other em
ployees or applicants to individuals who do not otherwise have acces
s to such information, unless such disclosure is in response to a form
al complaint or charge, in furtherance of an investigation, proceeding,
hearing, or action, including an investigation conducted by the emplo
yer, or is consistent with the [contractor/seller]'s legal duty to furnish
information.
(d)The [contractor/seller] will send to each labor union or representat
ive of workers with which it has a collective bargaining agreement or oth er
contract or understanding, a notice to be provided by the agency contr
acting officer, advising the labor union or workers' representative of the
[contractor/seller] 's commitments under section 202 of Executive Order
11246 of September 24, 1965, and shall post copies of the notice in cons
picuous places available to employees and applicants for employment.
(e)The [contractor/seller] will comply with all provisions of
Executive Order 11246 of September 24, 1965, and of the rules,
regulations, and relevant orders of the Secretary of Labor.
f)The [contractor/seller] will furnish all information and reports re
quired by Executive Order 11246 of September 24, 1965, and by the
rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by
the contracting agency and the Secretary of Labor for purposes of
investigation to ascertain compliance with such rules, regulations,
and orders.
(g)In the event of the [contractor/seller]'s non-compliance with
the nondiscrimination clauses of this contract or with any of such rule
s, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the [contractor/seller] may be
declared ineligible for further Government contracts in accordance
with procedures authorized in Executive Order 11246 of September
24, 1965, and such other sanctions may be imposed and remedies in
yoked as provided in Executive Order 11246 of September 24, 1965,
or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(g)In the event of the [contractor/seller]'s non-compliance with the
nondiscrimination clauses of this contract or with any of such rules,
regulations, or orders, this contract may be canceled, terminated
or suspended in whole or in part and the [contractor/seller] may be
declared ineligible for further Government contracts in acc ordance
with procedures authorized in Executive Order 11246 of
September 24, 1965, and such other sanctions may be imposed
and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the
Secretary of Labor, or as otherwise provided by law.
(h) The [contractor/seller] will include the provisions of paragraphs
(a) through (h) in every subcontract or purchase order unless exe
mpted by rules, regulations, or orders of the Secretary of Labor
issued pursuant to section 204 of Executive Order 11246 of
September 24, 1965, so that such provisions will be binding upon
each sub[contractor/seller] or vendor. The [contractor/seller] will
take such action with respect to any subcontract or purchase order
as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance:
Provided, however, that in the event the [contractor/seller]
becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the [contractor/
seller] may request the United States to enter into such litigation to
protect the interests of the United States.
17.

Equal Opportunity for Workers with Disabilities

1.The [contractor/seller] will not discriminate against any e
mployee or applicant for employment because of physical or mental
disability in regard to any position for which the employee or applican
t for employment is qualified. The [contractor/seller] agrees to take aff
irmative action to employ and advance in employment individuals wit
h disabilities, and to treat qualified individuals without discrimination o
n the basis of their physical or mental disability in all employment pra
ctices, including the following:
i.Recruitment, advertising, and job application procedures;
ii.Hiring, upgrading, promotion, award of tenure, demotion,
transfer, layoff, termination, right of return from layoff and rehiring;
iii.Rates of pay or any other form of compensation and chan
ges in compensation;
iv.Job assignments, job classifications, organizational struct
ures, position descriptions, lines of progression, and seniority lists;
v.Leaves of absence, sick leave, or any other leave;
vi.Fringe benefits available by virtue of employment,
whether or not administered by the [contractor/seller];
vii.Selection and financial support for training, including app
renticeship, professional meetings, conferences, and other related
activities, and selection for leaves of absence to pursue training;
viii.Activities sponsored by the [contractor/seller] including
social or recreational programs; and
ix.Any other term, condition, or privilege of employment.
2.The [contractor/seller] agrees to comply with the rules, regulations,
and relevant orders of the Secretary of Labor issued pursuant to the
act.
3.In the event of the [contractor/seller] noncompliance with the
requirements of this clause, actions for noncompliance may be taken
in accordance with the rules, regulations, and relevant orders of the
Secretary of Labor issued pursuant to the act.
4.The [contractor/seller] agrees to post in conspicuous places,
available to employees and applicants for employment, notices in a
form to be prescribed by the Director, Office of Federal Contract
Compliance Programs, provided by or through the contracting officer.
Such notices shall state the rights of applicants and employees as
well as the [contractor/seller] 's obligation under the law to take
affirmative action to employ and advance in employment qualified
employees and applicants with disabilities.

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The [contractor/seller] must ensure that applicants or employees
with disabilities are provided the notice in a form that is accessible
and understandable to the individual applicant or employee (e.g.,
providing Brail or large print versions of the notice, or posting a copy
of the notice at a lower height for easy viewing by a person using a
wheelchair). With respect to employees who do not work at a
physical location of the [contractor/seller] , a [contractor/seller] will
satisfy its posting obligations by posting such notices in an
electronic format, provided that the [contractor/seller] provides
computers, or access to computers, that can access the electronic
posting to such employees, or the [contractor/seller] has actual
know ledge that such employees otherwise are able to access the
electronically posted notices. Electronic notices for employees must
be post ed in a conspicuous location and format on the company's
intranet or sent by electronic mail to employees. An electronic
posting must be used by the [contractor/seller] to notify job
applicants of their rights if the [contractor/seller] utilizes an electronic
application process. Such electronic applicant notice must be
conspicuously stored with, or as part of, the electronic application.
5.The [contractor/seller] will notify each labor organization or
representative of workers with which it has a collective bargaining
agreement or other contract understanding, that the [contractor/
seller] is bound by the terms of section 503 of the Rehabilitation Act
of 1973, as amended, and is committed to take affirmative action to
employ and advance in employment, and shall not discriminate
against, individuals with physical or mental disabilities.
6.The [contractor/seller] will include the provisions of this clause in
every subcontract or purchase order in excess of $ 10,000, unless
exempted by the rules, regulations, or orders of the Secretary
issued pursuant to section 503 of the act, as amended, so that
such provisions will be binding upon each subcontractor or vendor.
The contractor will take such action with respect to any subcontract
or purchase order as the Director, Office of Federal Contract
Compliance Programs may direct to enforce such provisions,
including action for noncompliance.
7.The [contractor/seller] must, in all solicitations or advertisements
for employees placed by or on behalf of the [contractor/seller], state
that all qualified applicants will receive consideration for employment
and will not be discriminated against on the basis of disability.
18.

Dissemination or Disclosure of Information

No information or material shall be disseminated or disclosed
to the general public, the news media, or any person or
organization without prior express written approval by the HA.
19.

Contractor's Status

It is understood that the Contractor is an independent contractor
and is not to be considered an employee of the HA, or assume
any right, privilege or duties of an employee, and shall save
harmless the HA and its employees from claims suits, actions
and costs of every description resulting from the Contractor's
activities on behalf of the HA in connection with this Agreement.

20.

Other Contractors

HA may undertake or award other contracts for additional work
at or near the site(s) of the work under this contract. The
contractor shall fully cooperate with the other contractors and
with HA and HUD employees and shall carefully adapt
scheduling and performing the work under this contract to
accommodate the additional work, heeding any direction that
may be provided by the Contracting Officer. The contractor
shall not commit or permit any act that will interfere with the
performance of work by any other contractor or HA employee.

21.

Liens

The Contractor is prohibited from placing a lien on HA's
property. This prohibition shall apply to all subcontractors.
22.
Training and Employment Opportunities for
Residents in the Project Area (Section 3, HUD Act of
1968;
24 CFR 135)
(a) The work to be performed under this contract is subject to
the requirements of section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 U.S.C. 1701u
(section 3). The purpose of section 3 is to ensure that
employment and other economic opportunities generated
by HUD assistance or HUD-assisted projects covered by
section 3, shall, to the greatest extent feasible, be directed
to low- and very low-income persons,
particularly persons who are recipients of
HUD assistance for housing.
(b) The parties to this contract agree to comply with HUD's
regulations in 24 CFR Part 75, which implement section 3.
As evidenced by their execution of this contract, the
parties to this contract certify that they are under no
contractual or other impediment that would prevent them
from complying with the Part 75 regulations.
(c) The contractor agrees to send to each labor organization
or representative of workers with which the contractor has
a collective bargaining agreement or other understanding,
if any, a notice advising the labor organization or workers'
representative of the contractor's commitments under this
section 3 clause, and will post copies of the notice in
conspicuous places at the work site where both employees
and applicants for training and employment positions can
see the notice. The notice shall describe the section 3
prioritization requirements, and shall state the minimum
percentages of labor hour requirements established in the
Benchmark Notice (FR-6085-N-04)..

(d) The contractor agrees to include this section 3 clause in
every subcontract subject to compliance with regulations in
24 CFR Part 75, and agrees to take appropriate action, as
provided in an applicable provision of the subcontract or in
this section 3 clause, upon a finding that the subcontractor
is in violation of the regulations in 24 CFR Part 75. The
contractor will not subcontract with any subcontractor
where the contractor has notice or knowledge that the
subcontractor has been found in violation of the regulations
in 24 CFR Part 75.
(e) Noncompliance with HUD's regulations in 24 CFR Part 75
may result in sanctions, termination of this contract for
default, and debarment or suspension from future HUD
assisted contracts
(f) Contracts, subcontracts, grants, or subgrants subject to
Section 7(b) of the Indian Self-Determination and
Education Assistance Act (25 U.S.C. 5307(b)) or subject to
tribal preference requirements as authorized under 101(k)
of the Native American Housing Assistance and SelfDetermination Act (25 U.S.C. 4111(k)) must provide
preferences in employment, training, and business
opportunities to Indians and Indian organizations, and are
therefore not subject to the requirements of 24 CFR Part
75.
23. 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 shall
procure items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR Part
247 that contain the highest percentage of recovered

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form HUD-5370-C (01/2014)

materials practicable consistent with maintaining a
satisfactory level of competition. The Contractor shall
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
period of time; (2) fail to meet reasonable performance
standards, which shall be determined on 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 shall 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

Section I - Page 7 of 7

form HUD-5370-C (01/2014)