HUD 5370-C1 General Conditions for Non-Construction Contracts with o

General Conditions for Non-Construction
Contracts
Section I – (With or without Maintenance Work)

U.S. Department of Housing and Urban
Development
Office of Public and Indian Housing
Office of Labor Relations
OMB Approval No. 2577-0157 (exp. 3/31/2010)

Public Reporting Burden for this collection of information is estimated to average 0.08 hours 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. Send
comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the
Reports Management Officer, Office of Information Policies and Systems, U.S. Department of Housing and Urban Development, Washington, D.C.
20410-3600; and to the Office of Management and Budget, Paperwork Reduction Project (2577-0157), Washington, D.C. 20503. Do not send this
completed form to either of these addressees.

Applicability. This form HUD-5370-C has 2 Sections. These
Sections must be inserted into non-construction contracts as
described below:
Non-construction contracts (without maintenance)
greater than $100,000 - use Section I;
2) Maintenance contracts (including nonroutine
maintenance as defined at 24 CFR 968.105) greater than
$2,000 but not more than $100,000 - use Section II; and
3) Maintenance contracts (including nonroutine
maintenance), greater than $100,000 – use Sections I
and II.
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Section I - Clauses for All Non-Construction Contracts greater
than $100,000
====================================================
1. Definitions

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.

1)

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.

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

Section I - Page 1 of 6

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.

form HUD-5370-C (10/2006)

(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.

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.
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.

Rights in Data (Ownership and Proprietary Interest)
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.

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 III,
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.

Contract Termination; Debarment

Section I - Page 2 of 6

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
(ii) 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

Form HUD-5370-C (10/2006)

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.

Section I - Page 3 of 6

"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.
(ii) The prohibition does not apply as follows:

Form HUD-5370-C (10/2006)

(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.
(ii) Any reasonable payment to a person,
other than an officer or employee of a

Section I - Page 4 of 6

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.

Form HUD-5370-C (10/2006)

16. Equal Employment Opportunity
During the performance of this contract, the Contractor agrees
as follows:
(a) The Contractor shall not discriminate against any employee
or applicant for employment because of race, color,
religion, sex, or national origin.
(b) The Contractor shall take affirmative action to ensure that
applicants are employed, and that employees are treated
during employment without regard to their race, color,
religion, sex, or national origin. Such action shall include,
but not be limited to (1) employment; (2) upgrading; (3)
demotion; (4) transfer; (5) recruitment or recruitment
advertising; (6) layoff or termination; (7) rates of pay or
other forms of compensation; and (8) selection for training,
including apprenticeship.
(c) The Contractor shall post in conspicuous places available
to employees and applicants for employment the notices to
be provided by the Contracting Officer that explain this
clause.
(d) The Contractor shall, in all solicitations or advertisements
for employees placed by or on behalf of the Contractor,
state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex,
or national origin.
(e) The Contractor shall send, to each labor union or
representative of workers with which it has a collective
bargaining agreement or other contract or understanding,
the notice to be provided by the Contracting Officer
advising the labor union or workers' representative of the
Contractor's commitments under this clause, and post
copies of the notice in conspicuous places available to
employees and applicants for employment.
(f) The Contractor shall comply with Executive Order 11246,
as amended, and the rules, regulations, and orders of the
Secretary of Labor.
(g) The Contractor shall furnish all information and reports
required by Executive Order 11246, as amended and by
rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto. The Contractor shall permit access to its
books, records, and accounts by the Secretary of Labor for
purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
(h) In the event of a determination that the Contractor is not in
compliance with this clause or any rule, regulation, or order
of the Secretary of Labor, this contract may be canceled,
terminated, or suspended in whole or in part, and the
Contractor may be declared ineligible for further
Government contracts, or federally assisted construction
contracts under the procedures authorized in Executive
Order 11246, as amended. In addition, sanctions may be
imposed and remedies invoked against the Contractor as
provided in Executive Order 11246, as amended, the rules,
regulations, and orders of the Secretary of Labor, or as
otherwise provided by law.
(i) The Contractor shall include the terms and conditions of
this clause in every subcontract or purchase order unless
exempted by the rules, regulations, or orders of the
Secretary of Labor issued under Executive Order 11246, as
amended, so that these terms and conditions will be
binding upon each subcontractor or vendor. The
Contractor shall take such action with respect to any
subcontractor or purchase order as the Secretary of
Housing and Urban Development or the Secretary of Labor
may direct as a means of enforcing such provisions,
including sanctions for noncompliance; provided that if the

Section I - Page 5 of 6

Contractor becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such
direction, the Contractor may request the United States to
enter into the litigation to protect the interests of the United
States.
17. 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.
18. 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.
19. 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.
20. Liens
The Contractor is prohibited from placing a lien on HA's
property. This prohibition shall apply to all subcontractors.
21. 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 135, 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 135 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 preference, shall set forth minimum
number and job titles subject to hire, availability of

Form HUD-5370-C (10/2006)

apprenticeship and training positions, the qualifications for each;
and the name and location of the person(s) taking applications
for each of the positions; and the anticipated date the work shall
begin.
(d) The contractor agrees to include this section 3 clause in every
subcontract subject to compliance with regulations in 24 CFR
Part 135, 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 135. 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 135.
(e) The contractor will certify that any vacant employment positions,
including training positions, that are filled (1) after the contractor
is selected but before the contract is executed, and (2) with
persons other than those to whom the regulations of 24 CFR
Part 135 require employment opportunities to be directed, were
not filled to circumvent the contractor's obligations under 24 CFR
Part 135.
(f) Noncompliance with HUD's regulations in 24 CFR Part 135 may
result in sanctions, termination of this contract for default, and
debarment or suspension from future HUD assisted contracts.
22. 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 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 6 of 6

Form HUD-5370-C (10/2006)