HUD-5370 EZ General Contract Conditions for Smal Construction Develo

U.S. Department of Housing and Urban
Development
Office of Public and Indian Housing

General Contract Conditions for
Small Construction/Development
Contracts

OMB Approval No. 2577-0157 (exp. 11/30/2023)

S e e P ag e 7 f o r B u r d e n S ta t e m e n t
Applicability. The following contract clauses are applicable and
must be inserted into small construction/development contrac ts,
greater than $2,000 but not more than $250,000.
1. Definitions
Terms used in this form are the same as defined in form HUD-5370
2. Prohibition Against Liens
The Contractor is prohibited from placing a lien on the PHA's
property. This prohibition shall apply to all subcontractors at any
tier and all materials suppliers. The only liens on the PHA's
property shall be the Declaration of Trust or other liens approved
by HUD.
3. Disputes
(a) Except for disputes arising under the Labor Standards clauses,
all disputes arising under or relating to this contract, including
any claims for damages for the alleged breach thereof 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 Contracting Officer for a written decision. A
claim by the PHA against the Contractor shall be subject to a
written decision by the Contracting Officer.
(c) The Contracting Officer shall, within 30 days after receipt of
the request, decide the claim or notify the Contractor of the
date by which the decision will be made.
(d) The Contracting Officer's decision shall be final unless the
Contractor (1) appeals in writing to a higher level in the PHA
in accordance with the PHA's policy and procedures, (2) refers
the appeal to an independent mediator or arbitrator, or (3) files
suit in a court of competent jurisdiction. Such appeal must be
made within 30 days after receipt of the Contracting Officer's
decision.
(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 or relating to the contract, and
comply with any decision of the Contracting Officer.
4. Default
(a) If the Contractor refuses or fails to prosecute the work, or any
separable part thereof, with the diligence that will insure its
completion within the time specified in this contract, or any
extension thereof, or fails to complete said work within this
time, the Contracting Officer may, by written notice to the
Contractor, terminate the right to proceed with the work (or
separable part of the work) that has been delayed. In the event,
the PHA may take over the work and complete it by contract or
otherwise, and may take possession of and use any materials,
equipment, and plant on the work site necessary for completing
the work. The Contractor and its sureties shall be liable for any
damage to the PHA resulting from the Contractor's refusal or
failure to complete the work within the specified time, whether
or not the Contractor's right to proceed with the work is
terminated. This liability includes any increased costs incurred
.
.

(b) The Contractor's right to proceed shall not be terminated or
the Contractor charged with damages under this clause if —
(1) The delay in completing the work arises from
unforeseeable causes beyond the control and without
the fault or negligence of the Contractor; and
(2) The Contractor, within 10 days from the beginning of such
delay notifies the Contracting Officer in writing of the
causes of delay. The Contracting Officer shall ascertain the
facts and the extent of the delay. If, in the judgment of the
Contracting Officer, the findings of Fact warrant such
action, time for completing the work shall be extended by
written modification to the contract The findings of the
Contracting Officer shall be reduced to a written decision
which shall be subject to the provisions of the Disputes
clause of this contract
(c) If, after termination of the Contractor's right to proceed, it is
determined that the Contractor was not in default, or that the
delay was excusable, the rights and obligation of the parties will
be the same as if the termination had been for convenience of
the PHA.
5. Termination for Convenience
(a) The Contracting Officer may terminate this contract in whole,
or in part, whenever the Contracting Officer determines that
such termination is in the best interest of the PHA. Any such
termination shall be effected by delivery to the Contractor of a
Notice of Termination specifying the extent to which the
performance of the work under the contract is terminated, and
the date upon which such termination becomes effective.
(b)If the performance of the work is terminated, either in whole or
in part, the PHA shall be liable to the Contractor for reasonable
and proper costs resulting from such termination upon the
receipt by the PHA of a properly presented claim setting out in
detail: (1) the total cost of the work performed to date of
termination less the total amount of contract payments made to
the Contractor; (2) the cost (including reasonable profit) of
settling and paying claims under subcontracts and material
orders for work performed and materials and supplies delivered
to the site, payment for which has not been made by the PHA to
the Contractor or by the Contractor to the subcontractor or
supplier; (3) the cost of preserving and protecting the work
already performed until the PHA or assignee takes possession
thereof or assumes responsibility therefore; (4) the actual or
estimated cost of legal and accounting services reasonably
necessary to prepare and present the termination claim to the
PHA; and (5) an amount constituting a reasonable profit on the
value of the work performed by the Contractor.
(c) The Contracting Officer will act on the Contractor's claim
within days (60 days unless otherwise indicated) of receipt of
the Contractor's claim.
(d)Any disputes with regard to this clause are expressly made
subject to the provisions of the Disputes clause of this contract
6. Insurance

(a) Before commencing work, the Contractor and each subcontractor shall furnish the PHA with certificates of insurance
showing the following insurance is in force and will insure all
operations under the Contract.
Page 1 of 8
Form HUD-5370-EZ (1/2014)

(1)
Workers' Compensation, in accordance with
state or Territorial Workers' Compensation laws.
(2) Commercial General Liability with a combined single limit
for bodily injury and property damage of not less than $ ________
[Contracting Officer insert amount] per occurrence to protect the
Contractor and each subcontractor against claims for bodily injury
or death and damage to the property of others. This shall cover the
use of all equipment, hoists, and vehicles on the site(s) not covered
by Automobile Liability under (3) below. If the Contractor has a
"claims-made" policy, then the following additional requirements
apply: the policy must provide a "retroactive date" which must be
on or before the execution date of the Contract; and the extended
reporting period may not be less than five years following the
completion date of the Contract
(3) Automobile Liability on owned and non -owned motor
vehicles used on the site(s) or in connection therewith for a
combined single limit for bodily injury and property damage of not
less than $ _____ [Contracting Officer insert amount] per
occurrence.
(b) Before commencing work, the Contractor shall furnish the PHA
with a certificate of insurance evidencing that Builder's Risk
(fire and extended coverage) Insurance on all work in place
and/or materials stored at the building site(s), including
foundations and building equipment, is in force. The Builder's
Risk Insurance shall be for the benefit of the Contractor and the
PHA as their interests may appear and each shall be named in
the policy or policies as an insured. The Contractor in installing
equipment supplied by the PHA shall carry insurance on such
equipment from the time the Contractor takes possession
thereof until the Contract work is accepted by the PHA. The
Builder's Risk Insurance need not be carried on excavations,
piers, footings, or foundations until such time as work on the
superstructure is started. It need not be carried on landscape
work. Policies shall furnish coverage at all times for the full
cash value of all completed construction, as well as materials in
place and/or stored at the site(s), whether or not partial payment
has been made by the PHA. The Contractor may terminate this
insurance on buildings as of the date taken over for occupancy
by the PHA. The Contractor is not required to carry Builder's
Risk Insurance for modernization work which does not involve
structural alterations or additions and where the PHA's existing
fire and extended coverage policy can be endorsed to include
such work.
(c) All insurance shall be carried with companies which are
financially responsible and admitted to do business in the State
in which the project is located. If any such insurance is due to
expire during the construction period, the Contractor (including
subcontractors, as applicable) shall not permit the coverage to
lapse and shall furnish evidence of coverage to the Contracting
Officer. All certificates of insurance, as evidence of coverage,
shall provide that no coverage may be canceled or non-renewed
by the insurance company until at least 30 days prior written
notice has been given to the Contracting Officer.
7. Contract Modifications
(a) Only the Contracting Officer has authority to modify any
term or condition of this contract. Any contract modification
shall be authorized in writing.
(b) The Contracting Officer may modify the contract unilaterally
(1) pursuant to a specific authorization stated in a contract
clause (e.g., Changes); or (2) for administrative matters which

do not change the rights or responsibilities of the parties (e.g.,
change in the PHA address). All other contract modifications
shall be in the form of supplemental agreements signed by the
Contractor and the Contracting Officer.
(c) When a proposed modification requires the approval of HUD
prior to its issuance (e.g., a change order that exceeds the
PHA's approved threshold), such modification shall not be
effective until the required approval is received by the PHA.
8. Changes
(a) The Contracting Officer may, at any time, without notice to the
sureties, by written order designated or indicated to be a change
order, make changes in the work within the general scope of the
contract including changes:
(1) In the specifications (including drawings and designs);
(2) In the method or manner of performance of the work;
(3) PHA-furnished facilities, equipment, materials, services,
or site; or,
(4) Directing the acceleration in the performance of the work (b) Any
other written order or oral order (which, as used in this paragraph
(b), includes direction, instruction, interpretation, or
determination) from the Contracting Officer that causes a change
shall be treated as a change order under this clause; provided, that
the Contractor gives the Contracting Officer written notice stating
(1) the date, circumstances and source of the order and (2) that the
Contractor regards the order as a change order.
(b) Except as provided in this clause, no order, statement or conduct
of the Contracting Officer shall be treated as a change under this
clause or entitle the Contractor to an equitable adjustment.
(c) Many change under this clause causes an increase or decrease in
the Contractor's cost of, or the time required for the performance
of any part of the work under this contract, whether or not
changed by any such order, the Contracting Officer shall make
an equitable adjustment and modify the contract in writing.
However, except for a adjustment based on defective
specifications, no proposal for any change under paragraph (b)
above shall be allowed for any costs incurred more than 20 days
(5 days for oral orders) before the Contractor gives written
notice as required. In the case of defective specifications for
which the PHA is responsible, the equitable adjustment shall
include any increased cost reasonably incurred by the Contractor
in attempting to comply with the defective
specifications.
(d) The Contractor must assert its right to an adjustment under this
clause within 30 days after (1) receipt of a written change order
under paragraph (a) of this clause, or (2) the fiunishing of a
written notice under paragraph (b) of this clause, by submitting a
written statement describing the general nature and the amount of
the proposal. If the facts justify it, the Contracting Officer may
extend the period for submission. The proposal may be included
in the notice required under paragraph (b) above. No proposal by
the Contractor for an equitable adjustment shall be allowed if
asserted after final payment under this
contract
(e) The Contractor's written proposal for equitable adjustment shall
be submitted in the form of a lump sum proposal supported
with an itemized breakdown of all increases and decreases in
the contract in at least the following details:
(1) Direct Costs. Materials (list individual items, the quantity
and unit cost of each, and the aggregate cost); Transportation and delivery costs associated with materials; Labor

Page 2 of 8

Form HUD-5370-EZ (1/2014)

breakdowns by hours or unit costs (identified with specific
work to be performed); Construction equipment exclusively
necessary for the change; Costs of preparation and/ or
revision to shop drawings resulting from the change;
Worker's Compensation and Public Liability Insurance;
Employment taxes under FICA and FUTA; and, Bond Costs
- when size of change warrants revision.
(2)Indirect Costs. Indirect costs may include overhead, general
and administrative expenses, and fringe benefits not
normally treated as direct costs.
(3)Profit. The amount of profit shall be negotiated and may
vary according to the nature, extent, and complexity of the
work required by the change.
(f)The allowability of the direct and indirect costs shall be determined
in accordance with the Contract Cost Principles and Procedures for
Commercial Firms in Part 31 of the Federal Acquisition Regulation
(48 CFR 1-31), as implemented by HUD Handbook 2210.18, in
effect on the date of this contract. The Contractor shall not be
allowed a profit on the profit received by any subcontractor.
Equitable adjustments for deleted work shall include a credit for
profit and may include a credit for indirect costs. On proposals
covering both increases and decreases in the amount of the contract,
the application of indirect costs and profit shall be on the net-change in
direct costs for the Contractor or subcontractor performing the work
(g)The Contractor shall include in the proposal its request for time
extension (if any), and shall include sufficient information and
dates to demonstrate whether and to what extent the change will
delay the completion of the contract in its entirety.
(h) The Contracting Officer shall act on proposals within 30
days after their receipt, or notify the Contractor of the date
when such action will be taken.
(i) Failure to reach an agreement on any proposal shall be a dispute
under the clause entitled Disputes herein. Nothing in this
clause, however, shall excuse the Contractor from proceeding
with the contract as changed.
(j) Except in an emergency endangering life or property, no change
shall be made by the Contractor without a prior order from the
Contracting Officer.
9. Examination and Retention of Contractor's Records
The HA, HUD, or Comptroller General of the United States, or
any of their duly authorized representatives shall, until three 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.
10.
Rights in Data and Patent Rights (Ownership
and Proprietary Interest)
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.
11.

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.
12. 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
13. Training and Employment Opportunities for Residents in the
Project Area (Section 3, HUD Act of 1968; 24 CFR 75)
(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 3prioritization
requirements , and shall state the minimum percentages of labor
hour requirements established in the Benchmark Notice (FR6085-N-04).

Page 3 of 8

Form HUD-5370-EZ (1/2014)

(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 Self-Determination
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.
14. Labor Standards - Davis-Bacon and Related
If the total amount of this contract exceeds $2,000, the
Federal labor standards set forth in the clause below shall
apply to the development or construction work to be
performed under the contract.
(1) Minimum wages—(i) Wage rates and fringe benefits.
All laborers and mechanics employed or working upon the site
of the work (or otherwise working in construction or development
of the project under a development statute), will be paid
unconditionally and not less often than once a week, and without
subsequent deduction or rebate on any account (except such
payroll deductions as are permitted by regulations issued by the
Secretary of Labor under the Copeland Act (29 CFR part 3)), the
full amount of basic hourly wages and bona fide fringe benefits (or
cash equivalents thereof) due at time of payment computed at rates
not less than those contained in the wage determination of the
Secretary of Labor which is attached hereto and made a part
hereof, regardless of any contractual relationship which may
be alleged to exist between the contractor and such laborers and
mechanics. As provided in 29 CFR 5.5(d) and (e), the appropriate
wage determinations are effective by operation of law even if they
have not been attached to the contract. Contributions made or
costs reasonably anticipated for bona fide fringe benefits under the
Davis-Bacon Act (40 U.S.C. 3141(2)(B)) on behalf of laborers or
mechanics are considered wages paid to such laborers or
mechanics, subject to the provisions of paragraph (a)(1)(v) of these
contract clauses; also, regular contributions made or costs
incurred for more than a weekly period (but not less often than
quarterly) under plans, funds, or programs which cover the
particular weekly period, are deemed to be constructively made or
incurred during such weekly period. Such laborers and mechanics
must be paid the appropriate wage rate and fringe benefits on the
wage determination for the classifications(s) of work actually
performed, without regard to skill, except as provided in 29 CFR 5.5
(a)(4). Laborers or mechanics performing work in more than one
classification may be compensated at the rate specified for each
classification for the time actually worked therein: Provided, That
the employer's payroll records accurately set forth the time spent in
each classification in which work is performed. The wage

Page 4 of 8

The Administrator, or an authorized representative, will issue a
determination within 30 days of receipt and so advise the contracting
officer or will notify the contracting officer within the 30–day period
that additional time is necessary.
(E) The contracting officer must promptly notify the contractor of
the action taken by the Wage and Hour Division under 29 CFR 5.5
(a)(1)(iii)(C) and (D). The contractor must furnish a written copy of
such determination to each affected worker or it must be posted as
a part of the wage determination. The wage rate (including fringe
benefits where appropriate) determined pursuant to 29 CFR 5.5 (a)
(1)(iii)(C) or (D) must be paid to all workers performing work in the
classification under this contract from the first day on which work is
performed in the classification.
(iv) Fringe benefits not expressed as an hourly rate. Whenever
the minimum wage rate prescribed in the contract for a class of
laborers or mechanics includes a fringe benefit which is not
expressed as an hourly rate, the contractor may either pay the
benefit as stated in the wage determination or may pay another
bona fide fringe benefit or an hourly cash equivalent thereof.
(v) Unfunded plans. If the contractor does not make payments to a
trustee or other third person, the contractor may consider as part of
the wages of any laborer or mechanic the amount of any costs
reasonably anticipated in providing bona fide fringe benefits under a
plan or program, Provided, That the Secretary of Labor has found,
upon the written request of the contractor, in accordance with the
criteria set forth in 29 CFR 5.28, that the applicable standards of the
Davis-Bacon Act have been met. The Secretary of Labor may
require the contractor to set aside in a separate account assets for
the meeting of obligations under the plan or program.
(vi) Interest. In the event of a failure to pay all or part of the wages
required by the contract, the contractor will be required to pay
interest on any underpayment of wages.
(2) Withholding—(i) Withholding requirements. The [write in name
of Federal agency or the recipient of Federal assistance] may, upon
its own action, or must, upon written request of an authorized
representative of the Department of Labor, withhold or cause to be
withheld from the contractor so much of the accrued payments or
advances as may be considered necessary to satisfy the liabilities of
the prime contractor or any subcontractor for the full amount of
wages and monetary relief, including interest, required by the
clauses set forth in 29 CFR 5.5(a) for violations of this contract, or to
satisfy any such liabilities required by any other Federal contract, or
federally assisted contract subject to Davis-Bacon labor standards,
that is held by the same prime contractor (as defined in 29 CFR 5.2).
The necessary funds may be withheld from the contractor under this
contract, any other Federal contract with the same prime contractor,
or any other federally assisted contract that is subject to DavisBacon labor standards requirements and is held by the same prime
contractor, regardless of whether the other contract was awarded or
assisted by the same agency, and such funds may be used to satisfy
the contractor liability for which the funds were withheld. In the event
of a contractor’s failure to pay any laborer or mechanic, including any
apprentice or helper working on the site of the work (or otherwise
working in construction or development of the project under a
development statute) all or part of the wages required by the contract
, or upon the contractor’s failure to submit the required records as
discussed in 29 CFR 5.5(a)(3)(iv), the [Agency] may on its own
initiative and after written notice to the contractor, sponsor, applicant,
owner, or other entity, as the case may be, take such action as may
be necessary to cause the suspension of any further payment,

Form HUD-5370-EZ (1/2014)

advance, or guarantee of funds until such violations have
ceased.

the case may be, that maintains such records, for transmission to
the [write in name of agency]. The prime contractor is responsible
for the submission of all certified payrolls by all subcontractors. A
contracting agency or prime contractor may permit or require
contractors to submit certified payrolls through an electronic
system, as long as the electronic system requires a legally valid
electronic signature; the system allows the contractor, the
contracting agency, and the Department of Labor to access the
certified payrolls upon request for at least 3 years after the work
on the prime contract has been completed; and the contracting
agency or prime contractor permits other methods of submission
in situations where the contractor is unable or limited in its ability
to use or access the electronic system.
(B)Information required. The certified payrolls submitted must
set out accurately and completely all of the information required to
be maintained under 29 CFR 5.5(a)(3)(i)(B), except that full Social
Security numbers and last known addresses, telephone numbers,
and email addresses must not be included on weekly transmittals.
Instead, the certified payrolls need only include an individually
identifying number for each worker (e.g., the last four digits of the
worker’s Social Security number). The required weekly certified
payroll information may be submitted using Optional Form WH347 or in any other format desired. Optional Form WH-347 is
available for this purpose from the Wage and Hour Division Web
site at https://www.dol.gov/sites/dolgov/files/WHD/legacy/files/wh347.pdf
or its successor website. It is not a violation of this section for a
prime contractor to require a subcontractor to provide full Social
Security numbers and last known addresses, telephone numbers,
and email addresses to the prime contractor for its own records,
without weekly submission by the subcontractor to the sponsoring
government agency (or the applicant, sponsor, owner, or other
entity, as the case may be, that maintains such records).
(C)Statement of Compliance. Each certified payroll submitted
must be accompanied by a “Statement of Compliance,” signed by
the contractor or subcontractor, or the contractor’s or
subcontractor’s agent who pays or supervises the payment of the
persons working on the contract, and must certify the following:
(1) That the certified payroll for the payroll period contains the
information required to be provided under 29 CFR 5.5(a)(3)(ii), the
appropriate information and basic records are being maintained
under 29 CFR 5.5 (a)(3)(i), and such information and records are
correct and complete;
(2) That each laborer or mechanic (including each helper and
apprentice) working on the contract during the payroll period has
been paid the full weekly wages earned, without rebate, either
directly or indirectly, and that no deductions have been made
either directly or indirectly from the full wages earned, other than
permissible deductions as set forth in 29 CFR part 3; and
(3) That each laborer or mechanic has been paid not less than
the applicable wage rates and fringe benefits or cash equivalents
for the classification(s) of work actually performed, as specified in
the applicable wage determination incorporated into the contract.
(D) Use of Optional Form WH-347. The weekly submission of a
properly executed certification set forth on the reverse side of
Optional Form WH-347 will satisfy the requirement for submission
of the “Statement of Compliance” required by 29 CFR 5.5(a)(3)(ii)
(C).

(ii) Priority to withheld funds. The Department has priority to
funds withheld or to be withheld in accordance with 29 CFR 5.5
(a)(2)(i) or (b)(3)(i), or both, over claims to those funds by:
(A) A contractor’s surety(ies), including without limitation
performance bond sureties and payment bond sureties;
(B)A contracting agency for its reprocurement costs;
(C)A trustee(s) (either a court-appointed trustee or a U.S.
trustee, or both) in bankruptcy of a contractor, or a contractor’s
bankruptcy estate;
(D)A contractor’s assignee(s);
(E)A contractor’s successor(s); or
(F)A claim asserted under the Prompt Payment Act, 31
U.S.C. 3901-3907. (3) Records and certified payrolls—(i)
Basic record requirements—(A) Length of record
retention. All regular payrolls and other basic records must be
maintained by the contractor and any subcontractor during the
course of the work and preserved for all laborers and mechanic
s working at the site of the work (or otherwise working in
construction or development of the project under a development statute) for a period of at least 3 years after all the work
on the prime contract is completed.
(B)Information required. Such records must contain the
name; Social Security number; last known address, telephone
number, and email address of each such worker; each worker’s
correct classification(s) of work actually performed; hourly rates
of wages paid (including rates of contributions or costs
anticipated for bona fide fringe benefits or cash equivalents
thereof of the types described in 40 U.S.C. 3141(2)(B) of the
Davis-Bacon Act); daily and weekly number of hours actually
worked in total and on each covered contract; deductions made
; and actual wages paid.
(C)Additional records relating to fringe benefits. Whenever
the Secretary of Labor has found under 29 CFR 5.5(a)(1)(v)
that the wages of any laborer or mechanic include the amount
of any costs reasonably anticipated in providing benefits under
a plan or program described in 40 U.S.C. 3141(2)(B) of the
Davis-Bacon Act, the contractor must maintain records which
show that the commitment to provide such benefits is
enforceable, that the plan or program is financially responsible,
and that the plan or program has been communicated in writing
to the laborers or mechanics affected, and records which show
the costs anticipated or the actual cost incurred in providing
such benefits.
(D) Additional records relating to apprenticeship. Contractors
with apprentices working under approved programs must
maintain written evidence of the registration of
apprenticeship programs, the registration of the apprentices,
and the ratios and wage rates prescribed in the applicable
programs.
(ii) Certified payroll requirements—(A) Frequency and
method of submission. The contractor or subcontractor must
submit weekly, for each week in which any DBA- or Related
Acts-covered work is performed, certified payrolls to the [write
in name of appropriate Federal agency] if the agency is a party
to the contract, but if the agency is not such a party, the

Page 5 of 8

Form HUD-5370-EZ (1/2014)

(E) Signature. The signature by the contractor, subcontractor
, or the contractor’s or subcontractor’s agent must be an
original handwritten signature or a legally valid electronic
signature.
(F) Falsification. The falsification of any of the above
certifications may subject the contractor or subcontractor to
civil or criminal prosecution under 18 U.S.C. 1001 and 31 U.S.C
3729.
(G) Length of certified payroll retention. The contractor or
subcontractor must preserve all certified payrolls during the
course of the work and for a period of 3 years after all the work
on the prime contract is completed.
(iii) Contracts, subcontracts, and related documents. The
contractor or subcontractor must maintain this contract or
subcontract and related documents including, without limitation,
bids, proposals, amendments, modifications, and extensions.
The contractor or subcontractor
must preserve these contracts, subcontracts, and related
documents during the course of the work and for a period of
3 years after all the work on the prime contract is completed.
(iv) Required disclosures and access—(A) Required record
disclosures and access to workers. The contractor or
subcontractor must make the records required under 29 CFR 5
.5(a)(3)(i)–(iii), and any other documents that the [write the
name of the agency] or the Department of Labor deems
necessary to determine compliance with the labor standards
provisions of any of the applicable statutes referenced by 29
CFR 5.1, available for inspection, copying, or transcription by
authorized representatives of the [write the name of the agency
] or the Department of Labor, and must permit such
representatives to interview workers during working hours on
the job.
(B) Sanctions for non-compliance with records and worker
access requirements. If the contractor or subcontractor fails to
submit the required records or to make them available, or
refuses to permit worker interviews during working hours on the
job, the Federal agency may, after written notice to the contract
or, sponsor, applicant, owner, or other entity, as the case may
be, that maintains such records or that employs such workers,
take such action as may be necessary to cause the suspension
of any further payment, advance, or guarantee of funds.
Furthermore, failure to submit the required records upon
request or to make such records available, or to permit worker
interviews during working hours on the job, may be grounds for
debarment action pursuant to 29 CFR 5.12. In addition, any
contractor or other person that fails to submit the required
records or make those records available to WHD within the
time WHD requests that the records be produced will be
precluded from introducing as evidence in an administrative
proceeding under 29 CFR part 6 any of the required records
that were not provided or made available to WHD. WHD will
take into consideration a reasonable request
from the contractor or person for an extension of the time for
submission of records. WHD will determine the reasonableness
of the request and may consider, among other things, the
location of the records and the volume of production.
(C) Required information disclosures. Contractors and
subcontractors must maintain the full Social Security number
and last known address, telephone number, and email address
of each covered worker, and must provide them upon request
to the [write in name of appropriate Federal agency] if the
agency is a party to the contract, or to the Wage and Hour
Division of the Department of Labor. If the Federal agency is
not such a party to the contract, the contractor, subcontractor,
or both, must, upon request, provide the full Social Security
number and last known address, telephone number, and email
address of each covered worker to the applicant, sponsor, own
er, or other entity, as the case may be, that maintains such
records, for transmission to the [write in name of agency], the
contractor, or the Wage and Hour Division of the Department of
Labor for purposes of an investigation or other compliance
action.
(4) Apprentices and equal employment opportunity—(i)
Apprentices—(A) Rate of pay. Apprentices will be permitted to
work at less than the predetermined rate for the work they
perform when they are employed pursuant to and individually
registered in a bona fide apprenticeship program registered
with the U.S. Department of Labor, Employment and Training
Administration, Office of Apprenticeship (OA), or with a State
Apprenticeship Agency recognized by the OA. A person who is
not individually registered in the program, but who has

been certified by the OA or a State Apprenticeship Agency (where
appropriate) to be eligible for probationary employment as an
apprentice, will be permitted to work at less than the predetermined
rate for the work they perform in the first 90 days of probationary
employment as an apprentice in such a program. In the event the
OA or a State Apprenticeship Agency
recognized by the OA withdraws approval of an apprenticeship
program, the contractor will no longer be permitted to use
apprentices at less than the applicable predetermined rate for the
work performed until an acceptable program is approved.
(B) Fringe benefits. Apprentices must be paid fringe benefits in
accordance with the provisions of the apprenticeship program. If the
apprenticeship program does not specify fringe benefits, apprentice
s must be paid the full amount of fringe benefits listed on the wage
determination for the applicable classification. If the Administrator
determines that a different practice prevails for the applicable
apprentice classification, fringe benefits must be paid in accordance
with that determination.
(C) Apprenticeship ratio. The allowable ratio of apprentices to
journeyworkers on the job site in any craft classification must not be
greater than the ratio permitted to the contractor as to the entire
work force under the registered program or the ratio applicable to
the locality of the project pursuant to 29 CFR 5.5(a)(4)(i)(D). Any
worker listed on a payroll at an apprentice wage rate, who is not
registered or otherwise employed as stated in 29 CFR 5.5(a)(4)(i)
(A), must be paid not less than the applicable wage rate on the
wage determination for the classification of work actually performed.
In addition, any apprentice performing work on the job site in excess
of the ratio permitted under this section must be paid not less than
the applicable wage rate on the wage determination for the work
actually performed.
(D) Reciprocity of ratios and wage rates. Where a contractor is
performing construction on a project in a locality other than the
locality in which its program is registered, the ratios and wage rates
(expressed in percentages of the journeyworker’s hourly rate)
applicable within the locality in which the construction is being
performed must be observed. If there is no applicable
ratio or wage rate for the locality of the project, the ratio and wage
rate specified in the contractor’s registered program must be
observed.
(ii) Equal employment opportunity. The use of apprentices and
journeyworkers under this part must be in conformity with the equal
employment opportunity requirements of Executive Order 11246, as
amended, and 29 CFR part 30.
(5) Compliance with Copeland Act requirements. The contractor
shall comply with the requirements of 29 CFR part 3, which are
incorporated by reference in this contract.
(6) Subcontracts. The contractor or subcontractor must insert in
any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through
(11), along with the applicable wage determination(s) and such
other clauses or contract modifications as the [write in the name of
the Federal agency] may by appropriate instructions require, and a
clause requiring the subcontractors to include these clauses and
wage determination(s) in any lower tier subcontracts. The prime
contractor is responsible for the compliance by any subcontractor or
lower tier subcontractor with all the contract clauses in this section.
In the event of any violations of these clauses, the prime contractor
and any subcontractor(s) responsible will be liable for any unpaid
wages and monetary relief, including interest from the date of the
underpayment or loss, due to any workers of lower-tier
subcontractors, and may be subject to debarment, as appropriate.

Page 6 of 8

Form HUD-5370-EZ (1/2014)

(7) Contract termination: debarment. A breach of the contract
clauses in 29 CFR 5.5 may be grounds for termination of the
contract, and for debarment as a contractor and a subcontractor
as provided in 29 CFR 5.12.
(8) Compliance with Davis-Bacon and Related Act
requirements. All rulings and interpretations of the Davis-Bacon
and Related Acts contained in 29 CFR parts 1, 3, and 5 are
herein incorporated by reference in this contract.
(9) Disputes concerning labor standards. Disputes arising out
of the labor standards provisions of this contract shall not be
subject to the general disputes clause of this contract. Such
disputes shall be resolved in accordance with the procedures of
the Department of Labor set forth in 29 CFR parts 5, 6, and 7.
Disputes within the meaning of this clause include disputes
between the contractor (or any of its subcontractors) and the
contracting agency, the U.S. Department of Labor, or the
employees or their representatives.
(10) Certification of eligibility. (i) By entering into this contract,
the contractor certifies that neither it nor any person or firm who
has an interest in the contractor’s firm is a person or firm
ineligible to be awarded Government contracts by virtue of 40
U.S.C. 3144(b) or 29 CFR 5.12(a).
(ii) No part of this contract shall be subcontracted to any
person or firm ineligible for award of a Government contract by
virtue of 40 U.S.C. 3144(b) or 29 CFR 5.12(a).
(iii) The penalty for making false statements is prescribed in
the U.S. Code, Title 18 Crimes and Criminal Procedure, 18
U.S.C. 1001.
(11) Anti-retaliation. It is unlawful for any person to discharge,
demote, intimidate, threaten, restrain, coerce, blacklist, harass,
or in any other manner discriminate against, or to cause any per
son to discharge, demote, intimidate, threaten, restrain, coerce,
blacklist, harass, or in any other manner discriminate against, a
ny worker or job applicant for:
(i) Notifying any contractor of any conduct which the worker
reasonably believes constitutes a violation of the DBA, Related
Acts, or 29 CFR parts 1, 3, or 5;
(ii) Filing any complaint, initiating or causing to be initiated
any proceeding, or otherwise asserting or seeking to assert on
behalf of themselves or others any right or protection under the
DBA, Related Acts, or 29 CFR parts 1, 3, or 5;
(vii) Cooperating in any investigation or other compliance
action, or testifying in any proceeding under the DBA, Related
Acts, or 29 CFR parts 1, 3, or 5; or
(viii) Informing any other person about their rights under the
DBA, Related Acts, or 29 CFR parts 1, 3, or 5.
(b) Contract Work Hours and Safety Standards Act
(CWHSSA). The Agency Head must cause or require the
contracting officer to insert the following clauses set forth in 29
CFR 5.5(b)(1), (2), (3), (4), and (5) in full, or (for contracts cover
ed by the Federal Acquisition Regulation) by reference, in any
contract in an amount in excess of $100,000 and subject to the
overtime provisions of the Contract Work Hours and Safety
Standards Act. These clauses must be inserted in addition to
the clauses required by 29 CFR 5.5(a) or 4.6. As used in this
paragraph, the terms “laborers and mechanics” include
watchpersons and guards.
(1) Overtime requirements. No contractor or subcontractor
contracting for any part of the contract work which may require
or involve the employment of laborers or mechanics shall
require or permit any such laborer or mechanic in any workweek
in which he or she is employed on such work to work in excess
of forty hours in such workweek unless such laborer or
mechanic receives compensation at a rate not less than one
and one-half times the basic rate of pay for all hours worked in
excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In
the event of any violation of the clause set forth in 29 CFR 5.5(b)
(1) the contractor and any subcontractor responsible therefor
shall be liable for the unpaid wages and interest from the date of
the underpayment. In addition, such contractor and
subcontractor shall be liable to the United States (in the case of
work done under contract for the District of Columbia or a
territory, to such District or to such territory), for liquidated
damages. Such liquidated damages shall be computed with
respect to each individual laborer or mechanic, including
watchpersons and guards, employed in violation of the clause
set forth in 29 CFR 5.5 (b)(1), in the sum of $31 for each
calendar day on which such individual was required or permitted
to work in excess of the standard workweek of forty hours
without payment of the overtime wages required by the clause
set forth in 29 CFR 5.5(b)(1).

(3) Withholding for unpaid wages and liquidated damages—(i)
Withholding process. The [write in the name of the Federal
agency or the recipient of Federal assistance] may, upon its own
action, or must, upon written request of an authorized
representative of the Department of Labor, withhold or cause to
be withheld from the contractor so much of the accrued payments
or advances as may be considered necessary to satisfy the
liabilities of the prime contractor or any subcontractor for any
unpaid wages; monetary relief, including interest; and liquidated
damages required by the clauses set forth in 29 CFR 5.5(b) on
this contract, any other Federal contract with the same prime
contractor, or any other federally assisted contract subject to the
Contract Work Hours and Safety Standards Act that is held by
the same prime contractor (as defined in 29 CFR 5.2). The
necessary funds may be withheld from the contractor under this
contract, any other Federal contract with the same prime
contractor, or any other federally assisted contract that is subject
to the Contract Work Hours and Safety Standards Act and is held
by the same prime contractor, regardless of whether the other
contract was awarded or assisted by the same agency, and such
funds may be used to satisfy the contractor liability for which the
funds were withheld.
(ii) Priority to withheld funds. The Department has priority to
funds withheld or to be withheld in accordance with 29 CFR 5.5(a)
(2)(i) or (b)(3)(i), or both, over claims to those funds by:
(A) A contractor’s surety(ies), including without limitation
performance bond sureties and payment bond sureties;
(B) A contracting agency for its reprocurement costs;
(C) A trustee(s) (either a court-appointed trustee or a U.S.
trustee, or both) in bankruptcy of a contractor, or a contractor’s
bankruptcy estate;
(D) A contractor’s assignee(s);
(E) A contractor’s successor(s); or
(F) A claim asserted under the Prompt Payment Act, 31 U.S.C.
3901-3907. (4) Subcontracts. The contractor or subcontractor mu
st insert in any subcontracts the
clauses set forth in 29 CFR 5.5(b)(1) through (5) and a clause req
uiring the subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor is responsible for compliance
by any subcontractor or lower tier subcontractor with the clauses
set forth in 29 CFR 5.5(b)(1) through (5). In the event of any
violations of these clauses, the prime contractor and any
subcontractor(s) responsible will be liable for any unpaid wages
and monetary relief, including interest from the date of the
underpayment or loss, due to any workers of lower-tier
subcontractors, and associated liquidated damages and may be
subject to debarment, as appropriate.
(5) Anti-retaliation. It is unlawful for any person to discharge,
demote, intimidate, threaten, restrain, coerce, blacklist, harass, or
in any other manner discriminate against, or to cause any person
to discharge, demote, intimidate, threaten, restrain, coerce,
blacklist, harass, or in any other manner discriminate against, any
worker or job applicant for:
(i) Notifying any contractor of any conduct which the worker
reasonably believes constitutes a violation of the Contract Work
Hours and Safety Standards Act (CWHSSA) or its implementing
regulations in 29 CFR part 5;
(ii) Filing any complaint, initiating or causing to be initiated any
proceeding, or otherwise asserting or seeking to assert on behalf
of themselves or others any right or protection under CWHSSA or
29 CFR part 5;
(ix) Cooperating in any investigation or other compliance action,
or testifying in any proceeding under CWHSSA or 29 CFR part 5;
or
(x) Informing any other person about their rights under CWHSS
A or 29 CFR part 5.
(c) CWHSSA required records clause. In addition to the clauses
contained in 29 CFR 5.5(b), in any contract subject only to the
Contract Work Hours and Safety Standards Act and not to any of
the other laws referenced by 29 CFR 5.1, the Agency Head must
cause or require the contracting officer to insert a clause requiring
that the contractor or subcontractor must maintain regular payrolls
and other basic records during the course of the work and must
preserve them for a period of 3 years after all the work on the
prime contract is completed for all laborers and mechanics,
including guards and watchpersons, working on the contract.
Such records must contain the name; last known address,
telephone number, and email address; and social security number
of each such worker; each worker’s correct classification(s) of
work actually performed; hourly rates of wages paid; daily and
weekly number of hours actually worked; deductions made;
and actual wages paid. Further, the Agency Head must cause or
require the contracting officer to insert in any such contract a
clause providing that the records to be maintained under this
Page 7 of 8

Form HUD-5370-EZ (1/2014)

paragraph must be made available by the contractor or
subcontractor for inspection, copying, or transcription by
authorized representatives of the (write the name of agency) and
the Department of Labor, and the contractor or subcontractor will
permit such representatives to interview workers during working
hours on the job.
(d) Incorporation of contract clauses and wage determinations
by reference. Although agencies are required to insert the
contract clauses set forth in this section, along with appropriate
wage determinations, in full into covered contracts, and contractors
and subcontractors are required to insert them in any lower-tier
subcontracts, the incorporation by reference of the required
contract clauses and appropriate wage determinations will be given
the same force and effect as if they were inserted in full text.
(e) Incorporation by operation of law. The contract clauses set
forth in this section (or their equivalent under the Federal
Acquisition Regulation), along with the correct wage determinations
will be considered to be a part of every prime contract required by
the applicable statutes referenced by 29 CFR 5.1 to include such
clauses, and will be effective by operation of law, whether or not
they are included or incorporated by reference into such contract,
unless the Administrator grants a variance, tolerance, or exemption
from the application of this paragraph. Where the clauses and
applicable wage determinations are effective by operation of law
under this paragraph, the prime contractor must be compensated
for any resulting increase in wages in accordance with applicable
law.

Public reporting burden for this collection of information is estimated to average 1 hour. This includes the time for
collecting, reviewing, and reporting the data. The information requested is required to obtain a benefit. This form
includes those clauses required by OMB's common rule on grantee procurement, implemented at HUD in 2 CFR 200,
and those requirements set forth in Section 3 of the Housing and Urban Development Act of 1968 and its amendment
by the Housing and Community Development Act of 1992, implemented by HUD at 24 CFR Part 75. The form is
required for construction contracts awarded by Public Housing Agencies (PHAs). The form is used by Housing
Authorities in solicitations to provide necessary contract clauses. If the form were not used, PHAs would be unable
to enforce their contracts. There are no assurances of confidentiality. 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. Comments regarding the accuracy of this burden estimate and any suggestions for reducing this burden can
be sent to the Reports Management Officer, Office of Policy Development and Research, REE, Department of Housing
and Urban Development, 451 7th St SW, Room 4176, Washington, DC 20410-5000. When providing comments, please
refer to OMB Approval No. 2577-0157.
Page 8 of 8

Form HUD-5370-EZ (1/2014)