-. GOVERNMENT OF PUERTO RICO Department of Housing December 28, 20l 7 Financial Oversight and Management Board for Puerto Rico Mr. Jose B. Carrion Chair World Plaza Building 268 Munoz Rivera Ave., Floor PO. Box l920l8 San Juan, PR. 00919-20l8 Re: Request for Stay of Award Department of Housing Request for Proposals DOH-RFP-17-18-02 Dear Mr. Carrion and Members of the Financial Oversight and Management Board: Reference is made to letters dated December 20 and 27, 20l7 (the letters?) from JV through their legal representation, to the Federal Oversight and Management Board for Puerto Rico requesting a stay of the award of the Request for Proposals for Professional Program Management Services, issued by the Puerto Rico Department of Housing in connection with a disaster recovery program to be funded by FEMA. In its letters, AECOM admitted that as of December 27, it had not filed a motion for reconsideration or request for judicial review as allowed by the Puerto Rico Uniform Administrative Procedures Act, Act 38-20l7, in relation to the PRDOH's award of the RFP. Prior to submitting any request for relief before the appropriate entity, it submitted the AECOM letters to the FOMB, requesting actions that are outside the scope of PROMESA. Contrary to the statements in AECOM's letters, Section 212 of PROMESA does not grant the FOMB the authority to stay the award of a public contract upon the request of an unsuccessful respondent. The extensive interpretation of Section 21 2 of PROMESA by AECOM is incorrect and is intended solely to protect its own interests. AECOM's letters include arguments based an incomplete documents, specifically in relation to AECOM's allegation that Adjusters International, inc. (the Successful Respondent) did not demonstrate compliance with a minimum requirement of 606 Barbosa Avenue, Building Juan C. Cordero D?vila, Rio Piedras, PR 00918 i P.O. Box 21365 San Juan, PR 00928-1365 Tel: (787)274-2527 ?g 07% I Financial and Management Board for Puerto Rico December 28, 2017 Page 2 The RFP. In iTs leTTers, AECOM convenienfly omiTs Thai The Terms of The required line of crediT were modified by Addendum I of The RFP. (See ATTachmenT I.) By doing so, AECOM creaTes The misfaken impression ThaT Adjusfers InTernaTional, Inc. did noT comply wiTh The applicable minimum reauiremenf, when in facT iT did. The FOMB is noT The proper forum for review of The PRDOH's award deTerminaTion. The righTs of all respondenfs To The RFP and The procedures To seek remedies relaTed To The award process are clearly spelled ouT in The NoTice of Selecfion delivered To AECOM and all RFP parTicipanTs. requesf is a misguided inTenT To converf The FOMB inTo an adjudicafive agency of claims beTween ciTizens and The Governmenf of PuerTo Rico. The PRDOH objecTs To AECOM's requesT To The FOMB To sTay The award process because such acTion is noT auThorized by PROMESA, and consTiTuTes an undue inTervenTion by a Third parTy in The relafionship beTween The Governmenf of PuerTo Rico and The FOMB. On December 28, 2OI 7, AECOM filed iTs moTion for reconsideraTion before The Bids Review Board of The PRDOH. The filing of The moTion for reconsiderafion is The available legal recourse for AECOM To confesi PRDOH's award deferminaTion. The adminisfrafive process provided bylaw, regulaTions and jurisprudence should be allowed To confinue. This was The rouTe ThaT AECOM should have Ta ken To raise iTs claim, noT The FOMB. requesT To The FOMB should Thus be rejecfed. The PRDOH is looking forward To The compleTion of ifs review of The conTracT awarded To Adjusfers lnTernaTional, Inc., in order To proceed wiTh The implemenTaTion of The Shelfering and Temporary Essenfial Power (STEP) federal assisfance program, as parT of The disasfer recovery aid granfed To PuerTo Rico by The U.S. governmenf in The affermafh of Hurricanes Irma and Maria. As sTaTed in The Policy for Review of ConTracTsI: In esfablishing This Policy, The FOMB is mindful of Secfion 204(d) and does noT inTend To impede The implemenTaTion of any federal programs, parTicuIarly Those relaTed To disasfer response and recovery. To The conTrary, The FOMB esfablished This Policy in large parT To supporf The implemenfafion of federal programs, including, for example, To ensure ThaT conTracTs are consisfenf wiTh The requiremenfs of federal programs, parficularly Those relafed To funding and reimbursemenf for disasier aid spending. I Financial and Management Board for Puerto Rico December 28, 2017 Page 3 The contract currently before the FOMB is expected to benefit about 75,000 families whose homes were ravaged by the passage of Hurricanes Irma and Maria. For this reason, the PRDOH respectfully requests the FOMB to continue its review process, without allowing AECOM to stop assistance to needy residents while pursuing inappropriate remedies. If you need further information regarding the RFP or the award, please contact the undersigned at your convenience. Respectfully, CERTIFICATION: We hereby certify that a copy of this letter has been sent by certified mail to: Adjusters International, Inc. I26 Business Park Drive Utica, NY 13502; JV, PO. 10914 San Juan, Puerto Rico 00922-0914; Joint Venture, 9250 Baymeadows Road, Suite 350 Jacksonville, Florida 32256; Luz N. Acevedo-Pellet, P.E., Secretary of Puerto Rico Department of Housing Bid Board, PO. Box 21365 San Juan, Puerto Rico 00928-1365; McConnell Vald?s, LLC PO. Box 364225, San Juan, Puerto Rico 00936 and to Imacevedo@vivienda.pr.aov. In addition, the letter will be notified by email to the following recipients: Oversight Board, comments@oversiahtboard.Droov; Counsel for the Oversight Board: Mr. Martin Bienenstock, and Mr. Paul V. Possinger, ppossinaer@proskauer.com and Mr. Hermann D. Baurer, herman.bauer@oneillboraes.com and Mrs. Maria C. Cartagena and Mr. Antonio A. Arias and McConnell Vald?s, LLC Wnandez Alvarado of Houslng ADDENDUM NO. I PROGRAM MANAGEMENT SERVICES This addendum consists of thirty seven {37) pages. Respondents are hereby notified that the following changes, clarifications and additions have been made and shall be taken in consideration for the above referenced project. CONTRACT DOCUMENTS SECTION SCOPE OF SERVICES All references in bullets 5, 7 and 18 to STEP program guidelines" and program guidelines" should be substituted for STEP program guidelines" and program guidelines". IV. EVALUATION CRITERIA The following changes have been made: 4.5 Cost: Hourly Fee Basis for Labor (page 9): The Respondent shall use Attachment 0, Cost Form, to provide the hourly rate by labor classification to provide the services described within Exhibit A: Scope of Services, with the exception of inspections and outreach campaian, which costs are included in separate cateaories. The Respondent should anticipate that personnel will work a maximum of 40 hours per week onsite to complete the assigned tasks. Any hours above 40 per week will paid at the some agreed? upon hourly rate listed in Attachment 0, Cost Form. (If 606 Barbosa Avenue, Building Juan C. Cordero D?vila, Rio Piedras, PR 00918 I P.0. Box 21365 San Juan, PR 00928-1365 DEWMNIJF Tel: (787)274-2527 of Housing Unit-Based Services (page 10) The following paragraph is added: Lump Sum Services The Respondent shall provide the proposed lump sum prices for the following two (2) components of the services: (it development, administration and execution of the Outreach Campaign, and (ii) development and operation of the CALL Center, both of which shall include all direct costs to be incurred by the Respondentin. relation thereto. V. PROCUREMENT AND AWARD PROCESS The following changes have been made: 5.6 Evaluation of Proposals (page 13) An Evaluation Committee will evaluate and rank all Proposals (and/or BAFOs) received from the Procurement Office, according to the Evaluation Criteria set forth in Section 4, above. The Evaluation Committee willassign each Proposal a numerical score corresponding to the result of the evaluation of the Proposal based on the Evaluation Criteria. Factors not specified in the RFP shall not be considered. If the Evaluation Committee determines that a Proposal is significantly deficient or does not comply with the RFP, it is not required to review or evaluate said Proposal, and may refer it to the Procurement Office for possible disqualification, therefore allowing the Evaluation Committee to consider only substantially complete Proposals. (a)Competitive Range Once the Evaluation Committee has completed the technical scoring, they shall determine which proponents will be considered in the Competitive Range and will have a reasonable chance of award, price and other factors considered. . 506 Barbosa Avenue, Building Juan c. Cordero D?vlla, Rio Piedras, PR 00918 I P.O. Box 21365 San Juan, PR 00928-1365 Tel: (787)274-2527 i 4: my - GOVERNMENT OF PUERTO RICO Department of Houslng The Evaluation Committee shall then prepare a written evaluation report to document the ranking of the Proposals. The Evaluation Committee Report will be submitted to the Bids Board Secretary. At DOH discretion, DOH may negotiate with Respondents determined to be within the competitive range and/or may request best and final offers from such Respondents. 5.7.1 Minimum Requirements (page 14) The following changes have been made to subsection which should be replaced by: 0) Respondent shall demonstrate that it has adequate financial resources to perform the services under the Agreement by providing third-party confirmation of an unencumbered line of credit of a minimum of $35,000,000.00 with an FDIC-insured financial institution: and/or an account in a FDIC?insured financial institution with an available balance of $35 million or a combination thereof. The Respondent shall provide financial (including audited financial statements and balance sheets), and information concerning existing lines of credit and account balances, sufficient to demonstrate the Respondent's financial capacity to undertake the services under the Agreement. 5.9 Award with Negotiations (page 14) The following changes have been made: As it determines appropriate and in compliance with regulatory requirements, Procurement Office may recommend further discussions or negotiations with Respondents. Negotiations are exchanges (in either competitive or sole source environment) between the DOH and Respondents that are undertaken with the intent of allowing the Respondent to revise its Proposal. The primary object of discussions is to maximize the ability to obtain th_e best value, based on the requirements and the evaluation factors set forth in the RFP. The Procurement Office requests any revisions to Proposals. in the event that the Procurement Office, requests and receives revised Proposals, it will prepare a report (Best Value) incorporating the 606 Barbosa Avenue, Building Juan C. Cordero D?vila, Rio Piedras, PR 00918 I P.0. Box 21365 San Juan, PR 00928-1365 Tel: (787)274-2527 I (33? 733 GOVERNMENT OF PUERTO RICO ?35331. Department of Housing Evaluation Committee report and corresponding price analysis. This report will be presented to the Bid Board Secretary. The Bid Board Secretary will review the recommendations to ensure compliance with this RFP and regulatory requirements and forward them to the Department of Housing Bid Board for consideration. V. PROCUREMENT AND AWARD PROCESS Section 5.3 Deadline for Submission of Proposals The new proposal due date is Tuesday. November 21,2017 at 3:00 pm. at Juan C. Cordero Davila Bldg. Barbosa Avenue #606, Sixth Floor. Purchase Division. ATTACHMENT SECTION Attachment Program Management Proposal Fee This attachment is eliminated. Attachment 0 Cost Form A Revised Attachment 0 is herein included (2 pages). EXHIBIT CONTRACT DRAFT The contract draft is included as part of the RFP Package. (31 pages) All other requirements and provisions of the RFP Documents shall remain in full force and effect. Each Respondent shall make reference in his RFP to all Addenda to the RFP Documents. Rafael H. mum; Esq. Associated Administrator Procurement Area San Juan, Puerto Rico November to, 2017 r; -- it 606 Barbosa Avenue, Building Juan C. Cordero D?vila, Rio Piedras, PR 00918 I P.O. Box 21365 San Juan, PR 009284365 0mm?; Tel: (787)274-2527 GOVERNMENT OF PUERTO RICO DEPARTMENT OF HOUSING AGREEMENT FOR PROFESSIONAL PROGRAM MANAGEMENT SERVICES 8?02 FEMA DISASTER RECOVERY PROGRAMS SHELTERING AND TEMPORARY ESSENTIAL POWER PROGRAM This AGREEMENT FOR PROFESSIONAL PROGRAM MANAGEMENT SERVICES (the ?Agreement?) is entered into in San Juan, Puerto Rico, this of November, 2017, by and between the PUERTO RICO DEPARTMENT OF HOUSING a public agency of the Government of Puerto Rico created under Act No. 97, dated June IO, I972, as amended, known as the Department of Housing Organic Act ("Organic Act?), with principal offices at 606 Barbosa Ave., San Juan, Puerto Rico, represented herein by its Secretary, Hon. Fernando A. Gil- Ensenat, of legal age, attorney, married, and resident of Guaynabo, Puerto Rico; and (?Program Manager?), with principal offices in Puerto Rico, represented herein by its of legal age, [profession], [civil status], and resident of [City, State], with the legal capacity to appear herein as evidenced during execution hereof. REC ITALS WHEREAS, on September 20, 20I7, Hurricane Maria slammed Puerto Rico causing catastrophic damages, knocking out power, water and telecommunications for the entire island and its island municipalities. Hurricane Maria caused major landslides and downed the vast majority of electrical distribution lines. WHEREAS, Hurricane Maria's I50 winds and record?breaking rain, along with widespread landslide, leveled tens of thousands of homes, causing an immediate and substantial need for temporary shelters for thousands of families across the island. WHEREAS, on September 21, 20I7, U.S. President Donald J. Trump issued a Major Disaster Declaration for Puerto Rico, ordering federal assistance to supplement the Government of Puerto Rico's recovery efforts and authorizing federal funding for emergency works in all 78 municipalities of our island, in order to begin to recover from the effects of this catastrophic disaster. 7?18-02 Agreement for Professional Program Management Services Puerio Rico Department of Housing PAGE 2 of 31 WHEREAS, due to The disaster caused by Hurricane Maria, the Government of Puerto Rico is interested in performing essential repairs at tens of thousands of homes to be used as shelters in place for families affected by the aforementioned natural disaster. WHEREAS, FEMA has authorized funding to Puerto Rico under Section 403 of Stafford ACT for The implementation a Sheltering and Temporary Essential Power Program To enable The Government of Puerto Rico to perform minor emergency repairs in single?family owner-occupied residences so They can become habitable as shelters in place, with work thereunder slated to start immediately, which shall be implemented as "Tu Hogar Renace". WHEREAS, The Government designated The DOH to manage and administer ?Tu Hagar Renace" in compliance with The provisions of STEP. WHEREAS, The DOH is interested in contracting a professional program manager to provide services to ensure The successful implementation of STEP, in full compliance with applicable FEMA requirements. WHEREAS, accordingly, on November 6, 2017, The DOH issued 18-02 for Professional Program Management Services, which is attached hereto and made an integral part hereof as Exhibit I (The requesting proposals from firms with previous experience in FEMA disaster recovery programs interested in providing program management services to The DOH. WHEREAS, on November 17, 2017, the Program Manager submitted a proposal in response to the RFP (the "Proposal"), which fully complied with the requirements set forth by The DOH. WHEREAS, the Program Manager is a firm with experience managing and coordinating full construction activities for rehabilitation projects with specific experience in disaster recovery projects fully funded by FEMA. WHEREAS, after having reviewed and evaluated the Proposal, the DOH determined the Program Manager to be The best technically acceptable, responsible and responsive Respondent with a reasonable cost proposal for the services required under The RFP and This Agreement (The "Services"). WHEREAS, The DOH has accepted the Proposal, and, Therefore, desires to enter into a professional services agreement with the Program Manager for the performance of The Services, and the Program Manager has represented that it 7?18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 3 of 31 is ready, willing and able to provide the services in accordance with this Agreement and applicable law and regulations. NOW THEREFORE, in consideration of the mutual promises and the terms and conditions set forth herein, the DOH and the Program Manager agree to execute this Agreement subject to the following TERMS AND CONDITIONS I. SCOPE OF SERVICES A. The Program Manager will provide the Services described in this Agreement and the Proposal, which is incorporated hereto and made an integral part hereof as Exhibit ll. - B. The Professional Program Management Services to be provided by the Program Manager in relation to ?Tu Hogar Renace? shall include, without limitation: . Contractor shall develop policies and procedures, provide outreach and communication services, receive and process program applications, determine applicant and dwelling eligibility, and manage the repair contractors performing the shelter at home measures. - Coordinate with FEMA, Government agencies, local governments and other stakeholders for identification of appropriate venues and opportunities to conduct outreach and accept applications for assistance and to provide mobile application intake services at such locations and events: . Provide web-based application intake services; the Government may provide an established website or portal for this purpose; Program Manager will be responsible for integration with any previously established intake system and its data; . For any information system, URLs, documentation, and technical assets established in the performance of this contract, all rights and licenses to the systems, and all data contained within the systems, shall belong to the GPR and be transferred to the DOH upon contract termination, expiration or completion: 7-18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 4 of 31 Provide call center services for impacted citizens to communicate regarding the STEP program; the Program Manager may establish the call center number(s); if the Program Manager establishes the call center numbers, all rights for use of said numbers shall belong to the Government; if the Program Manager establishes a Post Office Box, all rights for use of the PO. Box shall belong to the Government; a Process applications and verify applicanfs' eligibility in compliance with the STEP program guidelines for and (Exhibit as the same may be amended and as limited by the Government's program guidelines and contract scope of work; 0 Collect and store all information in compliance with the Government's . information Security Policy . Perform inspections of damaged property to verify and document damages, eligibility of property and scope of STEP measures to be performed on the dwelling and applicant's selection of small appliance(s) in compliance with STEP program guidelines for and (Exhibit as the same may be amended. . Ensure compliance with the checklist for property inspection (Exhibit IV), subject to amendment. . Have the homeowner sign a Right of Entry form prior to execution of any inspection or repair work in the home. . identify any duplicate financial assistance, if any, prohibited by the Stafford Act: . Ensure appropriate environmental review and release has been performed by the entity performing those services: . Execute STEP agreement, right of access and indemnification form, information disclosure authorization, subrogation agreement and associated documents; . Create and utilize a comprehensive information management system; the DOH may require use of systems already owned by or available to the in the event that the Program Manager establishes the system, the license for such system shall be assignable to the DOH at its option: 7?18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 5 of 31 Assign projects to STEP repair contractors in a way that maximizes efficiency of delivery of services; Track progress of work on individual home repair projects, in accordance with STEP guidance; ensuring projects remain on schedule, in compliance, and within budget and scope; Ensure STEP repair contractors handle debris in compliance with FEMA policy: Ensure all work completed by STEP repair contractors in furtherance of this project is performed in compliance with prevailing wage rates. Conduct a final inspection within three (3) days of notification by STEP repair contra?tors that work is complete on individual home repair projects and certify that repairs are in compliance with program guidelines and that the dwelling is safe for sheltering: Process STEP repair contractor payment requests in compliance with STEP program guidelines and applicable federal and local regulations; Track overall performance of STEP repair contractors' conducting repairs for quality, timeliness, completeness, and constituent complaints; Manage and resolve constituent complaints and STEP repair contractor disputes in accordance with the corresponding agreements and regulations; Provide program reporting services as may be required by the Government regarding status of program activities: Provide customer service and communication services so that applicants can inquire about the status of their individual files; All publicly accessible systems shall maintain a 99.9% uptime over a continuous 30?day window; Program Manager shall provide the DOH with call center, application, and system performance metrics weekly and Upon request; and Create written policy and process documents for STEP and the above described tasks, as well as for quality control, anti?fraud waste and abuse, and duplication of benefits. Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 6 of 31 Any other services and duties related to field supervision. execution and related matters as may be required by the DOH from time to time during the term of this Agreement. C. Deliverables. As part of its material obligations under this Agreement. the Program Manager shall deliver to the DOH all of the following: i. A detailed work plan identifying specific tasks and timelines to accomplish the tasks and services detailed above. to be agreed upon by the Program Manager and the DOH. and which may be revised by mutual agreement from time to time as necessary Due five (5) days after the date of execution of the Agreement. Proposed changes to the work plan and timelines may be submitted to the DOH for approval. 2. Chart of Organization detailing all of Program. Manager's staff, including subcontractor staff. performing services under this Agreement Due five (5) days after the date of execution of the Agreement. Proposed changes to the Chart of Organization that may be needed due to change of personnel or organization structure shall be provided to the DOH for review and approval 3. Bi-weekly status reports detailed by individual client an applicant status and activities underway and/or completed related to the tasks and services detailed above. 4. Program Manager will provide to the DOH an acceptable Outreach Campaign Plan within five (5) days of the date of execution of this Agreement. 5. Bi-weekly status reports on the progress and performance of STEP repair contractors DELIVERABLES TO BE DEVELOPED DURING THE AGREEMENT NEGOIATION D. No Additional Services: This Agreement does not authorize the Program Manager to perform any additional services without the prior execution of the corresponding amendment. 7-18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 7 of 31 E. Compliance with FEMA regulations: I. In the performance of the Services hereunder, the Program Manager binds itself fully to comply with applicable FEMA rules and regulations. For informative purposes only, Recovery Program Guidance, Sheltering and Temporary Essential Power (STEP) Pilot Program for and dated October 25, 2017 is attached hereto and made an integral part hereof as Exhibit In the event that Program Manager?s non?compliance with FEMA requirements impedes in whole or in part any reimbursement of costs incurred by the DOH in relation to this Agreement, the Program Manager acknowledges It will not be compensated for any costs or fees incurred that are disallowed by FEMA. 3. The DOH may withhold any payments to the Program Manager for the II. purpose of off-set or partial payment, as the case may be, of any amounts owed to the DOH by the Program Manager. TYPE OF CONTRACT A. Contract Type: This is a ?Not to Exceed" Agreement with hourly, unit price and lump sum components. Under this Agreement, the Program Manager shall submit invoices to the DOH in compliance with this Agreement. B. Exhibits Incorporated: The following exhibits are incorporated into this Agreement by reference and made an-integral part hereof: EXHIBIT DOH Request for Proposals 7?18?02. EXHIBIT ll Proposal, dated 20I7 (the ?Proposal?). EXHIBIT FEMA Recovery Program Guidance, Sheltering and Temporary Essential Power (STEP) Pilot Program for and EXHIBIT IV Checklist for property inspections. EXHIBIT Itemized project budget. EXHIBIT VI Insurance Requirements, issued by the DOH on November 7, 2017. 7?18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 8 of 31 All Exhibits hereto shall be complementary in such a way that whatever is stated or shown in them shall be as binding as any term or condition of this Agreement. Should any inconsistency occur between the Proposal and this Agreement, this Agreement shall prevail. TERM OF AGREEMENT A. Term: This Agreement shall be in effect and enforceable between the IV. parties for a period of twelve (l2) months from the date of execution hereof (the ?Term"). Contract Extension: The DOH may, at its sole discretion, extend the Term as it may deem necessary or convenient subject to the execution of the corresponding written amendment by both parties hereto and otherwise in accordance with applicable laws and regulations. PROGRAM REPRESENTATIONS By execution hereof, the Program Manager represents and warrants as a material condition of this Agreement, as follows: i. The Program Manager has a thorough understanding and mastery of plans, specifications, options, paperwork and processes applicable to ?Tu Hogar Renace?/STEP. The Program Manager has thoroughly examined and fully understands the laws, rules and regulations applicable to this Agreement, and ?Tu Hogar Renace?/STEP. The Program Manager will ensure that all individuals or firms engaged to perform any regulated professional services under this Agreement shall be and shall remain throughout their performance hereunder in compliance with applicable legal provisions. All costs to be invoiced under this Agreement are reasonable, allocable, and within the terms of this Agreement and applicable federal regulations. The Program Manager acknowledges that FEMA financial assistance will be used to fund this Agreement. Accordingly, the Program Manager expressly binds itself to comply with all applicable federal laws, regulations, executive orders, FEMA policies, procedures and directives. 7?l 8-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 9 of 31 6. The Program Manager has not been and is not currently debarred or otherwise impeded from participating in any federal contract, engagement or procurement. During the term of this Agreement the Program Manager is expressly required to report to the DOH immediately of any change in this representation. V. COMPENSATION AND PAYMENT A. Rates and Fees: The DOH shall pay the Contractor for the Services rendered under this Agreement in accordance with the rates, unit prices and lump sum prices set forth below and the project budget: NUMBER OF NUMBER OF HOURS PER HOURLY 1' EMPLOYEES EMPLOYEE RATE TOTAL (estimate) Principal :15 Project Manager Customer Service Representative :3 Case Manager Clerical/Administration Special Inspector its IT Management Accounting 2. RATE PER INSPECTION TOTAL (5) (estimate) TYPE OF INSPECTION Initial Site (Property) Visit 75,000 DOH-RFP-I 7-18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 10 of 31 Final Inspection 75,000 3. OUTREACH CAMPAIGN. INCLUSIVE OF ALL DIRECT AND INDIRECT COSTS (lump sum) 4. CALL CENTER MANAGEMENT AND OPERATION, INCLUSIVE OF ALL DIRECT AND INDIRECT COSTS (lump sum) 3; All hourly rates are inclusive of travel time and travel expenses. Special Inspector services to be invoiced on an hourly basis do not include inspections to be performed on a unit cost basis (Initial Site Visit and Final Inspection. The rates set forth above for each type of inspection are inclusive of all direct and indirect costs to be incurred by Contractor in relation thereto. An itemized budget for the services to be performed under the Agreement is attached hereto and made an integral part hereof as Exhibitv. B. Cost Allowability: The cost principles and procedures set forth in 48 CFR 31 .2 and FEMA supplements shall be used to determine allowable costs under this Agreement. Neither FEMA nor the DOH shall make any payment or reimbursement to Program Manager for unallowable costs. C. Maximum Contract Amount: The DOH shall pay the Program Manager, for services performed during the term of this Agreement. a maximum amount not to exceed dollars (the ?Maximum Contract Amount"). Payments hereunder shall be charged to Account .0000. Such payment shall constitute compensation for all services required. performed and accepted under this Agreement. D. Invoices I. The Program Manager shall submit invoices to the DOH for services rendered under this Agreement. which shall be payable within thirty (30] days from the date the invoice is reviewed and approved by the DOH. 2. Each invoice shall be certified and supported in such detail as required by the DOH. 10 7-18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 11 of 31 3. The DOH will review the invoices and ascertain if the services have been properly provided during the invoiced month and, if so, will proceed with payment. The DOH reserves the right to review the invoices and conduct the necessary audits. Payments to the Program Manager shall be made by check or electronic funds transfer (EFT). In order for the Program Manager to receive payment for any work performed hereunder, the following certification must be included in each application for payment or invoice submitted to the DOH for payment: Under penalty of absolute nullity, I hereby certify that no public servant of the Puerto Rico Department of Housing is a party to or has an interest in the earnings, profits or benefits that may be the product of the contract Upon which this invoice is based, and in the event that any such person is a party to or has an interest in the earnings, profits or benefits resulting from the contract upon which this Invoice is based, a valid waiver or dispensation has been granted. I further certify that the sole consideration for the furnishing of the contracted goods or the performance of the services under the contract is the payment agreed upon with the Puerto Rico Department of Housing. Further, the amount of this invoice ls true and correct, all work and services invoiced have been performed and the products have been delivered, and the services rendered, and no payment has been received for them. 6. An authorized representative of the DOH will review each invoice and. if adequate, will approve and process its payment. DOH reserves the right to conduct any audit it deems necessary. E. PAYMENT TERMS. The Program Manager's invoices shall be evaluated on the following terms: 1 . If progress and/or completion to the reasonable satisfaction of the DOH are obtained, the Program Manager shall be reimbursed for expenses incurred. Program Manager shall submit invoices which shall outline the expenditures requested for reimbursement by the Program Manager and its subcontractors for services rendered during the Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 12 of 31 VI. A. previous period. Such invoices shall itemize expenditures based on the line items provided in the budget in Exhibit of this Agreement. These line items shall be inclusive of the Program Manager and its subcontractor's salaries, benefits, travel, equipment, operational costs, and other direct costs, etc. 2. Program Manager and its subcontractors shall be reimbursed for travel and related expenses in accordance with applicable regulations. In addition, Program Manager and its sub-contractors shall be reimbursed for operational costs at the rates approved by FEMA. 3. Program Manager and its, subcontractors are required to maintain effective accountability for funds, safeguard assets, and ensure that funds are only used for authorized purposes per2 CFR 2.00. Effective control requires current, accurate, and complete disclosure of budgeted and actual outlays related to contract objectives. The DOH is accountable for the appropriate use of Federal funds. Financial reporting requirements are outlined in the Code of Federal Regulations, 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. OWNERSHIP OF CONFIDENTIALITY AND NON- DISCLOSURE Ownership of Documents: With the exception of the Program Manager's working papers, the Program Manager acknowledges the DOH's ownership of all information, drafts, documents, reports, papers and other materials developed and prepared by the Program Manager, its agents or representatives, for purposes of performing its obligations hereunder. Return of Documents: Upon termination or expiration of this Agreement or at the request of the DOH, the Program Manager shall deliver to the DOH such information, drafts, reports, papers and other materials, in document form or as computer program data. and the Program Manager recognizes the right to request such documentation or computer program data. If the Program Manager fails to deliver said information, the DOH may seek a judicial order to enforce its rights. Upon receipt of written request from the DOH, Program Manager will return to DOH all copies or samples of Confidential Information which, at the time of the notice are in Program Manager?s or its agent's possession. Program Manager reserves the right to retain a set of its work papers. I2 7?18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 13 of 31 C. Confidential Information; Definition: The term Confidential information as used throughout this Section, means any information concerning DOH operations and that of its Program Manager leg, the projects, computer processing systems, object and source codes and other DOH business and financial affairs). The term Confidential Information shall also deem to include all notes, analysis, compilation, studies and interpretation or other documents prepared by Program Manager, its agents or representatives, in connection with DOH operations. D. Non-Disclosure: The Program Manager agrees to take all reasonable steps or measures to keep confidential all Confidential Information and will not, at any time, present or future, without DOH express written authorization, signed by the Administrator of the DOH, use or sell, market or disclose any -=Confidential Information to - any - third party, Program Manager,- corporation, or association for any purpose whatsoever. Program Manager further agrees that, except as they relate to the normal course of the service, the Program Manager will not make copies of the Confidential Information except upon DOH express written authorization, signed by an authorized representative of DOH, and will not remove any copy or sample of Confidential Information without prior written authorization from DOH. Program Manager retains the right to control its work papers subject to these confidentiality provisions. E. Equitable Relief: The Program Manager acknowledges and agrees that a breach of the provisions of subparagraphs B, and D, above, will cause DOH to suffer irreparable damage that could not remedied or compensated adequately only by mere monetary retribution. Program Manager further agrees that money damages may not be a sufficient remedy for any breach of this Section. Accordingly, the Program Manager agrees that DOH shall have the right to seek injunctive relief and the specific performance of the provisions of this Section to enjoin a breach or attempted breach of the provision hereof, such right being in addition to any and all other rights and remedies that are available to DOH at law, in equity or otherwise. VII. TERMINATION A. Termination for Cause: The DOH may terminate this Agreement, in whole or in part, for the Program Manager's failure to fulfill its material obligations hereunder. The DOH shall terminate this Agreement by delivering to the Program Manager a thirty (30) day notice of termination specifying the extent to which the performance of the service under this Agreement is I3 - 1. Agreement for Professional Program Management Services Puerlo Rico Department of Housing PAGE 14 of 31 terminated, the reason therefore and the effective date of termination. Upon receipt of such notice the Program Manager shall immediately discontinue all services and deliver to the DOH all information, notes. drafts, documents, analysis, reports, compilations, studies and other materials accumulated or generated in performing the services contemplated in this Agreement, whether completed or in process. B. Termination for Convenience: The DOH may terminate this Agreement, in whole or in part, whenever the DOH determines that such termination is necessary or convenient to the DOH. The DOH will terminate this Agreement by delivering to the Program Manager a thirty (30) day notice of termination specifying the extent to which the performance of the work under this Agreement is terminated, and the effective date of termination. - Upon receipt of such notice,= the Program Manager shall immediately - discontinue all services affected and deliver to the DOH all information, studies and other materials property of the DOH. In the event of a termination by Notice, the DOH shall be liable only for payment of services rendered up to and including the effective date of termination, without consideration of any additional costs incurred by Program Manager as a result of said termination for convenience. C. Termination by Unilateral Abandonment: The DOH will consider this Agreement immediately terminated, if the Program Manager unilaterally and without prior notice, chooses to abandon (in any shape, form or fashion), cease or desist in the performance of its obligations under this Agreement. Upon the knowledge of such event, the DOH will not be held liable and will immediately, automatically and retroactively deduct from any future reimbursement, all funds from the day such unilateral abandonment took place. The DOH will not be compelled to continue the performance of the Agreement, should the Program Manager breach the Agreement by unilateral abandonment. In addition, the DOH reserves the right to claim damages against Program Manager as a result of its abandonment of the work or services. D. Suspension: The DOH may suspend this Agreement in whole or in part at any time for the DOH's convenience. The DOH shall give the Program Manager five (5) days' written notice of such suspension. Upon receipt of said notice the Program Manager shall immediately discontinue all Services so suspended. l4 7?18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 15 of 31 E. Immediate Termination. In the event the Pregram Manager is subjected to a criminal or civil action, suit, proceeding, inquiry or court of applicable jurisdiction, or any governmental agency, or the Program Manager shall be subject to an order, judgment, or opinion, issued by any federal or local authority, a court of applicable jurisdiction, or any governmental agency, in connection with the execution, delivery, and performance by the Program Manager of this Agreement or the Program Manager of this Agreement has been noncompliant, breach, inaccuracy of any representation, warranties, covenants, or the certifications provided herein, whether the noncompliance, breach or inaccuracy takes place before or after the execution of this Agreement, the DOH shall have the right to the immediate termination of this Agreement notwithstanding, any provisions to the contrary herein. This section will apply in the event of any judgment that may- obiigate the DOH to terminate the Agreement pursuant to Government of Puerto Rico Act No. 458 of 2000 as amended, and/or by Act No. 84 of 200], as amended. F. Termination Clause: The Chief of Staff of the Governor of Puerto Rico (Secretario de la Gobernacion) shall have the power to terminate this Agreement at any time, as provided in Memorandum No. 2017?001; Circular Letter l4I?i7 of the Office of the Chief of Staff of the Governor of Puerto Rico and the Office of Management and Budget. LIABILITY In no event shall the DOH be liable for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by either party or any third party, whether in an action in contract or tort, even if the other party or any person has been advised of the possibility of such damages. Third parties operating under this program, with their agency, will have their own general civil and criminal liability imposed by law towards the DOH, the Program Manager and any third party. IX. INSURANCE A. Required Coverage The Program Manager shall carry the insurance as are required by law and this Agreement. The Program Manager shall furnish DOH certificates of insurance as evidence of compliance hereof. 15 7?18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 16 of 31 The Program Manager shall keep in force and effect for the period beginning from the execution of the Agreement and ending at the completion of all services to be provided hereunder, insurance policies in compliance with the DOH's requirements, as set forth in attached hereto and made an integral part hereof as Exhibit Vl.. l. 2. State Insurance Fund Statutory amount. Comprehensive General Liability Insurance, with the limits of liability for bodily injury and/or death of no less than $1,000,000.00 for bodily injury and/or arising out of any one occurrence and $2,000,000.00 general aggregate. The limits of liability for property damage shall not be less than $1,000,000.00 for each occurrence and $1,000,000.00 in the "aggregate.? shall be named as additionalrinsured on=-the insurance policy; Worker's Compensation and Employer?s Liability is covered under the Comprehensive General Liability insurance with the same limits. The Comprehensive General Liability shall include the following coverage: Premises and Operations; Independent Contractors; Completed Operations; Contractual Liability; Hold-Harmless Agreement. 951.0910 Comprehensive Automobile Liability insurance, including hired cars and non-ownership coverage, covering bodily injury, death and property damage, with single and aggregate limits of liability of $1,000,000.00. DOH shall be named as additional insured on the insurance policy. Professional Liability: the Program Manager shall present Professional Liability insurance with minimum limits of liability of $5,000,000.00 per claim and in the aggregate written on a "claims made basis" said coverage must provide coverage for an Extended Reportina period jTgil) of at least seven (7) years. Personal injury Liability: Personal injury Liability Endorsement including libel, slander, etc., with a limit liability of $5,000,000.00, including removal of any exclusions pertaining to contractual liability and claims 16 7- 802 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 17 of 31 by Construction Inspection Contractors employees DOH shall be named as additional insured on the'insurance policy. 6. Umbrella: $i 0,000.00.00. 7. Cyber Liability: $3,000,000.00. 8. Payment and Performance Bond: 100% Upon the execution of this Agreement. the Program Manager shall furnish DOH with copies of the above~described insurance policies and any other evidence DOH may request as to the policies' full force and effect. Any ded?uctible?amount. under any of the policies. will be assumedin whole by the Program Manager for any and all losses. claims. expenses. suits, damages. costs. demands or liabilities, joint and several of whatever kind and nature arising from the Agreement resulting from this solicitation by and between the Program Manager and DOH. The DOH shall not be held responsible under any circumstances for payments of any nature regarding deductibles of any insurance coverage required under this Agreement. B. Endorsements Each insurance policy maintained by the Program Manager must be endorsed as follows: i. DOH and its officers, agents and employees are named as additional insured (except Worker?s Compensation) but only with respect to liability arising out of operations performed for such insured by or on behalf of the named insured. 2. To provide waiver of subrogation coverage for all insurance policies provided or herein in favor of DOH and its respective officers. agents and employees. 3. The insurer shall be required to give DOH written notice at least ninety (90) days in advance of any cancellation or material change in any such policies. 17 DOH-RFP-I 8-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 13 of 31 The Program Manager shall furnish to DOH, prior to commencement of the work, certificates of insurance from insurers with a rating by the AM. Best Co. of A and 5 or over on all policies, reflecting policies in force, and shall also provide certificates evidencing all renewals of such policies. Insurers shall retain an AM. Best Co. rating of A and 5 or over on all policies throughout the term of this Agreement and all policy periods required herein. The insurance company must be authorized to do business in Puerto Rico and be in good standing. C. Related Requirements The Program Manager shall furnish an original Certificates of insurance evidencing the required coverage to be in force on the Effective Date of Agreement. THE REQUIRED DOCUMENTATION MUST BE RECEIVED PRIOR TO PERFORMANCVE HEREUND-ER. PROGRAM - MANAGER NOR ANY OF ITS AUTHORIZED REPRESENTATIVES ARE TO BEGIN THEIR RESPONSIBILITIES UNDER THE AGREEMENT PRIOR TO FULL COMPLIANCE WITH THIS REQUIREMENT AND NOTIFICATION FROM DOH TO PROCEED. Renewal Certificates of Insurance or such similar evidence is to be received by the Procurement Department prior to expiration of insurance coverage. At DOH's option, non?compliance will result in one or more of the following actions: (I) The DOH will purchase insurance on behalf of the Program Manager and will charge back all cost to the Program Manager; (2) The Program Manager will be immediately removed from DOH property and contract revoked; (3) all payments due the Program Manager will be held until the Program Manager has complied with the contract; and/or (4) The Program Manager will be assessed Five Thousand Dollars for every day of non?compliance. The receipt of any certificate does not constitute agreement by DOH that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with the requirements of the Agreement. The insurance policies shall provide for ninety (90) days written notice to be given to DOH in the event coverage is substantially changed, cancelled or non-renewed. The Program Manager shall require all subcontractors or consultants to carry the insurance required herein or the Program Manager, may provide the coverage for any or all of its subcontractors and if so, the evidence of insurance submitted shall so stipulate and adhere to the same requirements and conditions as outlined above. I8 7?1802 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 19 of 31 The Program Manager expressly understands and agrees that whenever the Program Manager is covered by other primary, excess, or excess contingent insurance that, any insurance or self-insurance program maintained by DOH shall apply in excess of and will not contribute with insurance provided by the Program Manager under this Agreement. D. Hold Harmless The Program Manager and its affiliates, its successors and assignees will indemnify the DOH from any damages and/or losses arising out of personal injuries or property damage resulting from any act of negligence by the Program Manager and its affiliates in connection with this Agreement. in the event of a fire, flood, earthquake, natural disaster, hurricane, riot, act of governmental authority in its sovereign capacity, strike, labor dispute or unrest, embargo, war, insurrection or civil unrest, any act of God including inclement weather, herein collectively referred to as Force Majeure during the term of this Agreement, neither the DOH nor the Program Manager shall be liable to the other party for nonperformance during the conditions created by such event. The Program Manager shall notify the DOH, as soon as possible, of the occurrence of the Force Majeure event and describe in reasonable detail, the nature of the Force Majeure event. XI. NOTICES All notices required or permitted to be given under the Agreement shall be in writing, and shall be deemed given when delivered by hand or sent by registered or certified mail, return receipt requested, to the address as follows: To: DOH Hon. Fernando A. Gil-Ense?at Secretary Department of Housing PO Box 3631 88 San Juan, Puerto Rico 00936?3188 606 Barbosa Ave. Juan C. Cordero Building lOih Floor) San Juan, Puerto Rico 00919 19 7-18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 20 of 31 To; PROGRAM MANAGER XII. THIRD PARTIES Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in of a third party against either the DOH or the Program Manager. CERTIFICATION OF COMPLIANCE WITH LEGAL REQUIREMENTS A. Tax Obligation Compliance: Pursuant to Executive Order No.- dated June 18, 1991, the Program Manager certifies and warrants that at the signing of this Agreement it has filed all the necessary and required income tax returns to the Government of Puerto Rico for the last five (5) years. The Program Manager further certifies that it has complied and is current with the payment of any and all income taxes that are, or were due, to the Government of Puerto Rico, Prior to execution hereof, the Program Manager shall provide to the DOH, evidence satisfactory to the DOH of its compliance with this clause. During the term of this Agreement, the Program Manager agrees to pay and/or to remain current with any repayment plan agreed to by the Program Manager with the Government of Puerto Rico. B. Payment of Unemployment Benefits, Workers? Compensation and Chauffer Benefits: Pursuant to Executive Order No. 1992?52, dated August 28, 1992. amending the Program Manager certifies and warrants that it has made all payments required for unemployment benefits, workmen's compensation and social security for chauffeurs, as applicable, or that in lieu thereof, has subscribed a payment plan in connection with any such unpaid items and is in full compliance with the terms thereof. Prior to execution hereof, the Program Manager shall provide to the DOH, evidence satisfactory to the DOH of its compliance with this clause. The Program Manager accepts and acknowledges its responsibility for requiring and obtaining a similar warranty and certification from each and every consultant or subcontractor whose service the Program Manager has secured in connection with the services to be rendered under this Agreement and shall forward evidence to DOH as to its compliance with this requirement. 20 7- I 8-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 21 of 31 C. Municipal Revenue Collection Center (CRIM): The Program Manager certifies and guarantees that as of the execution of this Agreement, it has no current debt for property taxes with the Municipal Revenue Collection Center ("Centro de Recaudacion de lngresos Municipales" in Spanish). The Program Manager further certifies to be current with the payment of any and all property taxes that are or were due to the Government of Puerto Rico. Prior to execution hereof, the Program Manager shall provide to the DOH, evidence satisfactory to the DOH of its compliance with this clause. During the Term of this Agreement, the Program Manager agrees to pay and/or to remain current with any repayment plan agreed to by the Program Manager with the Government of Puerto Rico with regards to property taxes (for real and personal property). D. Income Tax Retention: The DOH will retain the corresponding amount from all payments made to the Program Manager hereunder as required by the Puerto Rico internal Revenue Code. The DOH will deliver such withholdings to the Puerto Rico Treasury Department. The DOH will adjust such withholdings provided the Program Manager produces satisfactory evidence of partial or total exemption from withholding. E. Child Support Administration: The Program Manager certifies and warrants that the Program Manager does not have an outstanding debt or obligation to the Puerto Rico Child Support Administration by its Spanish acronym). Prior to execution hereof, the Program Manager shall provide to the DOH, evidence satisfactory to the DOH of its compliance with this clause. F. Social Security Withholding: The Program Manager will be responsible for withholding and paying applicable Social Security obligations resulting from this Agreement. G. Government Ethics Act: The Program Manager hereby certifies that in signing this Agreement it is in compliance with Act 1 of January 3, 2012, as amended. known as the Ethics Act of the Government of Puerto Rico, which in connection with the possibility of a conflict of interest, stipulates that, no employee or executive of the Program Manager, nor any member of his/he immediate family (spouse, dependent children or other members of his/her household or any individual whose financial affairs are under the control of the employee) shall have any direct or indirect pecuniary interest in the services to be rendered under this Agreement, 21 7-18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 22 of 3] except as may be expressly authorized by the Governor of Puerto Rico in consultation with the Secretary of Treasury and the Secretary of Justice. H. Consequences of Non?Compliance: The Program Manager expressly agrees that the conditions of this Section are essential requirements of this Agreement; thus, should any one of these representations, warranties or certifications be incorrect, inaccurate or misleading, in whole or in part, that shall constitute just cause for the DOH to render this Agreement null and void, and the Program Manager shall be required to reimburse to DOH all moneys received under this Agreement. XIV. EQUAL OPPORTUNITY During the performance of this Agreement,- the Program Manager agrees as follows: i. The Program Manager will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The' Program Manager will 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 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 Program Manager 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. 2. The Program Manager will, in all solicitations or advertisements for employees placed by or on behalf of the Program Manager, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Program Manager will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers? representative of the Program Manager?s commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in 22 7-18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 23 of 31 conspicuous places available to employees and applicants for employment. 4. The Program Manager 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. 5. The Program Manager will furnish all information and reports required 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 . ord ers, 6. In the event of the Program Manager?s noncompliance 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 Program Manager 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 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. 7. The Program Manager will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 1 1246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Program Manager 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 Program Manager becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the Program Manager may request the United States to enter into such litigation to protect the interests of the United States. 23 7-18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 24 of 31 XV. SUSPENSION AND DEBARMENT A. This contract is a covered transaction for purposes of 2 C.F.R. Part l80 and 2 C.F.R. pt. 3000. As such the Program Manager is required to verify that neither the Program Manager nor any of its principals (defined at 2 C.F.R. i80.995) or affiliates (defined at 2 C.F.R. 180.905) are excluded (defined at 2 C.F.R. 180.940) or disqualified (defined at 2 C.F.R. 180.935). B. The Program Manager must comply with 2 C.F.R. Part 180. subpart and 2 C.F.R. Part 3000. subpart and must include a requirement to comply with these regulations in any lower?tier covered transaction it enters into. C. This certification is a material representation of fact relied upon by the DOH. if it is later determined that the Program Manager did not comply with 2 C.F.R. Part l80 subpart and 2 C. FR pt. 3000 subpart in addition to remedies available to the DOH. the Federal Government may pursue available remedies. including but not limited to suspension and/or debarment. XVI. CLEAN AIR ACT The Program Manager agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act. as amended. 42 U.S.C. 7401 etseq. The Program Manager agrees to report each violation to the DOH and understands and agrees that the DOH will. in turn, report each violation as required to assure notification to the Government of Puerto Rico. through the Environmental Quality Board, FEMA and the appropriate EPA Regional Office. The Program Manager agrees to include the above requirements in any subcontract exceeding $150,000.00, which is financed in whole or in part with Federal assistance provided by FEMA. XVII. WATER POLLUTION CONTROL ACT The Program Manager agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act. as amended, 33 U.S.C. 125i etseq. 24 7?l 8-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 25 of 31 The Program Manager agrees to report each violation to the DOH and understands and agrees that the DOH will, in turn, report each violation as required to assure notification to the Government of Puerto Rico, through the Environmental Quality Board, FEMA and the appropriate EPA Regional Office. The Program Manager agrees to include the above requirements in any subcontract exceeding $150,000.00, which is financed in whole or in part with Federal assistance provided by FEMA. SOLID WASTE DISPOSAL ACT In the performance of this Agreement, the Program Manager shall use products composed of the highest percentage of recovered materials practicable (and ?in the case of paper, the highest percentage of the postconsumer recovered- materials practicable), consistent with maintaining a satisfactory level of competition, considering such guidelines. The decision not to use such items shall be based on a determination that such products cannot be acquired because: (8) are not reasonably available within a reasonable period of time; (C) fail to meet the performance standards set forth in the applicable specifications or fail to meet the reasonable performance standards of the procuring agencies; or (D) are only available at an unreasonable price. Information about this requirement, along with the list of EPA- designated items, is available at EPA's Comprehensive Procurement Guidelines web site, program#change. XIX. BYRD ANTI-LOBBYING AMENDMENT The Program Manager certifies, to the best of his or her knowledge, that: i. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering 25 8-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 26 of 3] info of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. if any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or Current as of l?9?l 7 ll cooperative agreement, the undersigned shall complete and submit Standard Form, ?Disclosure Form to Report Lobbying,? in accordance with its instructions. The-Program Manager shall require that-therlanguage of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. 1352 (as amended by the Lobbying Disclosure Act of 1995). The Program Manager acknowledges that any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Program Manager certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. in addition, the Program Manager understands and agrees that the provisions of 31 U.S.C. 3801 et seq., apply to this certification and disclosure, if any. XX. ACCESS TO RECORDS A. The Program Manager agrees to provide the DOH, the FEMA Administrator, the Comptroller General of the United States, the Comptroller of Puerto Rico and any of their authorized representatives access to any books, documents, papers, and records of the Program Manager which are directly pertinent to the execution of this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions, and to allow said parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 26 7-l 8-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 27 of 31 B. The Program Manager shall not impede the DOH, the FEMA Administrator and their respective authorized representatives access to construction or other work sites pertaining to the services being performed under this Agreement, including all sites where the STEP programs are being implemented. C. In addition, the Program Manager shall make available to the DOH as requested proof of payment of any expenditure incurred under this Agreement. D. The Program Manager agrees to maintain accurate records and files of all contract documents, correspondence, book estimates, bills and other information related to the Program Manager account. These documents shallbe. openfor DOH examination at all reasonable timeser a periodof . six (6) years after expiration of the term hereof. XXI. DEPARTMENT OF HOMELAND SECURITY SEAL, LOGO AND FLAGS The Program Manager shall not use the Department of Homeland Security seat. logos, crest, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre?approval. XXII. NO OBLIGATION BY THE FEDERAL GOVERNMENT The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. PROGRAM FRAUD AND FALSE 0R FRAUDULENT STATEMENTS OR RELATED ACTS The Program Manager acknowledges that 3i U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Program Manager's actions pertaining to this contract. XXIV. ENTIRE AGREEMENT This Agreement and all exhibits hereto represent the entire and integrated agreement between the DOH and the Program Manager and supersede all prior negotiations, representations, agreements and/or understandings of any kind. 27 7- i 8-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 28 of 31 XXV. MODIFICATION OF AGREEMENT Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if written and signed by both parties, and its authorized representatives. XXVI. BINDING EFFECT This Agreement shall be binding upon and shall inure to the benefit of DOH and the Program Manager, their successors and assigns. XXVII. ASSIGNMENT OF RIGHTS The, rights of eachparty hereunder (are personaito that party and, may not be assigned or otherwise transferred to any other person, contractor, corporation, or other entity without the prior, express and written consent of the other party. NON-WAIVER The failure or delay of either party to insist upon the performance of and/or the compliance with any of the terms and conditions of this Agreement shall not be construed as a waiver of such terms and conditions or the right to enforce compliance with such terms and conditions. XXIX. GOVERNING JURISDICTION This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the Government of Puerto Rico and any applicable federal laws and regulations. The parties further agree to assert any claims or causes of action that may arise out of this Agreement in the Puerto Rico Court of First Instance, San Juan, Puerto Rico, Judicial Center, notwithstanding jurisdiction may be averred in any U.S. District Court, including for diversity of citizenship. SEVERABILITY If any provision of this Agreement shall operate or would prospectively operate to invalidate the Agreement in whole or in part, then such provision only shall be deemed severed and the remainder of the Agreement shall remain operative and in full effect. 28 7-18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 29 of 31 COUNTERPARTS This Agreement may be executed in any number of counterparts, each of whom shall be deemed to be an original, however, all of which together shall constitute one and the same instrument. GOVERNMENT ETHICS CLAUSE A. No employee or officer of the DOH as well as any member of their families can have any interest in the earnings or benefits from this Agreement. according with Law No. 84, June 18, 2002. B. The Program Manager acknowledges receipt of the Ethics Code for Contractors, Suppliers, and Applicants of Economic Incentives from the Government of Puerto Rico Agencies ("Codigo de Etica para Contrafisfas, Suplidores Solicitantes de Incentives Economicos de las Agencias Ejecufivas de Puerto Rico? in Spanish). CONFLICTS OF INTEREST The Program Manager shall comply with the ethics requirements set forth herein and warrant 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 the work under a DOH contract and Program Manager?s organizational, financial, contractual or other interest are such that: a) Award of the contract may result in an unfair competitive advantage; or b) The Program Manager's objectivity in performing the contract work may be impaired. The Program Manager agrees that if after award he or she discovers an organizational conflict of interest with respect to this contract, it shall make an immediate and full disclosure in writing to the Contracting Officer, which shall include a description of the action, which the Program Manager has taken or intends to take to eliminate or neutralize the conflict. The DOH may, however. terminate the Agreement for the convenience of DOH if it would be in its best interest. 29 7-18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 30 of 31 In the event the Program Manager was aware of an organizational conflict of interest before the award of this Agreement and did not disclose the conflict to the Contracting Officer, the DOH may terminate the Agreement for default. The provisions of this clause shall be included in all subcontracts and/or consulting agreements wherein the work to be performed is similar to the services provided by the Program Manager. The Program Manager shall include in such subcontracts and consulting agreements any necessary provision to eliminate or neutralize conflicts of interest. DRUG FREE WORKPLACE The Program Manager shall establish procedures and policies to promote a Drug-Free- workplace. Further, the Program Manager should notify. all employees of its policy for maintaining a Drug?Free workplace, and the penalties that may be imposed for drug abuse violations occurring in the workplace. Further, the Program Manager shall notify the DOH if any of its employees is convicted of a criminal drug offense in the workplace no later than ten [10) days after such conviction. EADINGS The titles to the paragraphs of this Agreement are solely for reference purposes and the convenience of the parties and shall not be used to explain. modify. simplify, or did in the interpretation of the provisions of this Agreement. INTERAGENCY SERVICES . The contracting parties acknowledge and agree that services retained may be provided to any Executive Branch entity with which the DOH executes an interagency agreement or by direct instruction of the Office of the Chief of Staff of the Governor (Secretario de la Gobernacion). The services performed thereunder will be subject to the same terms and conditions as set forth in this Agreement. For purposes of this clause, the term ?Executive Branch entity" includes all agencies of the Government of Puerto Rico, public instrumentalities and corporations, and the Office of the Governor, as set forth in Memorandum No. 2017-001, Circular Letter 141?17 of the Office of the Chief of Staff of the Governor and the Office of Management and Budget. COMPTROLLER REGISTRY 30 7?18-02 Agreement for Professional Program Management Services Puerto Rico Department of Housing PAGE 31 of 31 The DOH shall remit a copy of this Agreement to the Office of the Comptroller for registration within fifteen (i5) days following the date of execution of this Agreement and any subsequent amendment hereto. The services object of this Agreement may not be invoiced or paid until this Agreement has been by the DOH to be registered at the Comptroller's Office, pursuant to Act No. i8 of October 30, 1975, as amended by Law No. 127 of May 3i, 2004. IN WITNESS THEREOF, the par-ties hereto execute this Agreement in the place and on the date first above written. DEPARTMENT OF HOUSING PROGRAM MANAGER Hon. Fernando A. Gil-Ense?at Name Secretary President Tax Id No: 660?55-857?9 Tax ID. Number 3i I II I I I I DEPARTMENT OF NG II Ram: in COST PROPOSAL ATTACHMENT 0 REVISED RFP-DOH-T7-18-O2 PROFESSIONAL PROGRAM MANAGER SERVICES NUMBER OF 1. POSITIONS HOURLY (5) TOTAL3 (esilmaie) Principal Project Manager . Customer Serv. Rep Case Manager To Clerical Adminislraiion Special lnspecior" IT Management Accounilng Sub-Toial Purl 1 2. INSPECTIONS 6 TYPE OF INSPECTION (5) inillal Siie (Properly) Wall 75,000 5 Final Inspection 3; 75,000 Sub~Toial Part 2 3. OUTREACH CAMPAIGN, INCLUSIVE OF ALL DIRECT AND INDIRECT COSTS (lump sum) 4. CALL CENTER MANAGEMENT AND OPERATION, INCLUSIVE OF ALL DIRECT AND INDIRECT COSTS (lump sum) 55 TOTAL Notes: 1 For evaluation purposes only. The Succesful Respondent shall be responsible for providing the actual number of personnel and job classes required to successfully meet the contract requirements. 2 Hourly rates proposed by the Respondent must be inclusive of travel time and travel expenses. 3 The total for each position will be determined by multiplying the number of employees times the number of hours per employee times the hourly rate. 4 For special inspector services only. which do not include inspections to be performed on a unit cost basis. 5 The rate proposed by the Respondent for each type of inspection shall be inclusive oi all direct and indirect costs to be incurred by Respondent in relation thereto. 6 For evaluation purposes only. Does not constitute a representation as to the actual number of inspections to be performed by the Successful Respondent. 7 The total tor each type of inspection will be determined by multiplying the rate for each Inspection times 75,000 (the estimated number of total inspections for each type). 8 The "Total Price" of the Proposal shall be determined by adding the Sub?Total for Part 1. the Sub-Total for Part 2, the lump sum price for Part 3. and the lump sum price for Part 4. As an attachment to this Cost Form, the Respondent shall submit an itemized budget for the services required under the Agreement and included in its Proposal, which shall be identified as "Attachment 04". Failure to submit the itemized budget may result in rejection of a Proposal. Respondent Name Respondent Representative Name Date Respondent Representative Signature