EXHIBIT 3 (Continued)

HUD-9700.1
January 1973

Certain Federal, State or local taxes may be assessed against the contractor solely because of his performance of services under this contract. To the extent that such taxes are applicable and allocable to this contract, they shall be allowed as a reimbursable expense or charged as an operating expense of the project, as appropriate. Applicability shall be determined in accordance with governing statutes, and allocability and allowable amounts shall be determined in accordance with generally accepted accounting principles applied under Federal contracts. Although the following list is not all inclusive, this clause shall exclude payment of taxes for Federal income and excess profits; financing and refunding operations; taxes from which exemptions are available; or taxes assessed in connection with work other than on this contract. Allowable amounts for taxes under this clause shall not include fines or penalties for which the contractor is responsible through his fault or negligence.

6. Changes. The Contracting Officer may by written order make changes within the general scope of this contract; which changes may include contract boundary delineation, duties and responsibilities. If any such change causes an increase or decrease in the cost of performance an equitable adjustment will be made in the contract price. Any claim by the contractor for an adjustment of this contract must be asserted within 30 days from date of receipt of notification of change. Failure to agree to an adjustment shall be a dispute concerning a question of fact within the provisions of the disputes clause. However, nothing in this clause shall excuse the contractor from proceeding with the contract as changed.

7. Disputes.

a. Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to the Contracting Officer a written appeal

HUD-9700.1
January 1973

8.

addressed to the Assistant Secretary for Housing Management. The decision of the Assistant Secretary or his duly authorized representative for the determination of such appeals shall be final and conclusive and binding upon the parties hereto. In connection with any appeal proceedings under this clause, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the contract and in accordance with the Contracting Officer's decision. b. This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for in paragraph a above: Provided, that nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law.

Disaster Housing. The Government reserves the right to withdraw all or part of the properties from this contract to provide housing for disaster victims whether or not the disaster is of sufficient magnitude to result in a Presidential declaration. In such an event, properties will be withdrawn from this contract upon written notice to the Contractor. The Contractor shall receive the applicable monthly compensation for the month that properties are withdrawn. No fee will be paid to the Contractor for properties withdrawn for this purpose effective the first of following month or for any subsequent months until the properties are returned; however, upon return of the properties to the area contract, an initial services fee will be payable.

9. Lease Option Program. When required by the Government, the Contractor will participate in the Lease with Option to Purchase program in the disposition of HUD acquired properties under contract in his area and shall:

a. interview, counsel with, and lend guidance to prospective and active participants in the Lease Option Program in matters concerning the participant's compliance with lease terms and conditions and proper maintenance of the property occupied by the tenant;

EXHIBIT 3 (Continued)

HUD-9700.1

January 1973

b. cooperate with others duly involved in the counseling and
-supervision of participants;

e. assist in the preparation of necessary documents for eles-
-ing of sales by participants; and

d. maintain an open line communication with the partici-
-pants, other counselors, and the representatives of the
-Government in the management of the program.

In consideration of the above, and in addition to any and all fees to be paid to the Contractor as elsewhere provided in this contract, the Government agrees to pay the Contractor a fee of ten dollars ($10.00) per month (or part thereof) for each property assigned to this contract and under lease pursuant to the Lease Option program. Such fee shall terminate as to each property as of the -month in which conveyance of the property is made to the partici pant having the option to purchase, the month in which notification is given by the Government to the participant terminating the lease-option, or the month in which participant vacates and aban dons the premises, whichever occurs first.

10. Equal Opportunity. [The following clause is applicable unless this contract is exempt under the rules and regulations and relevant orders of the Secretary of Labor (41 CFR, Ch. 60)].

During the performance of this contract, the Contractor agrees as follows:

a.

The Contractor will not discriminate against any employee
or applicant for employment because of race, color, reli-
gion, sex or national origin. The Contractor 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 follow-
ing; employment, upgrading, demotion or transfer, recruit-
ment or recruitment advertising; layoff or termination;
rates of pay or other forms of compensation; and selection
for training, including apprenticeship. The Contractor
agrees to post in conspicuous places, available to employees

HUD-9700.1
January 1973

and applicants for employment, notices to be provided by
the Contracting Officer setting forth the provisions of this
Equal Opportunity clause.

b. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin.

c.

The Contractor will send to each labor union or representa-
tive 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
said labor union or workers' representative of the Contrac-
tor's commitments under this Equal Opportunity clause, and
shall post copies of the notice in conspicuous places available
to employees and applicants for employment.

d. The Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

e.

f.

The Contractor will furnish all information and reports re-
quired by Executive Order No. 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 ascer-
tain compliance with such rules, regulations, and orders.

In the event of the Contractor's noncompliance with the
Equal Opportunity clause of this contract or with any of the
said rules, regulations, or orders, this contract may be
canceled, terminated or suspended in whole or in part and
the Contractor may be declared ineligible for further Gov-
ernment contracts in accordance with procedures authorized
in Executive Order No. 11246 of September 24, 1965, and
such other sanctions may be imposed and remedies invoked
as provided in Executive Order No. 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of
Labor or as otherwise provided by law.

EXHIBIT 3 (Continued)

HUD-9700.1
January 1973

g. The Contractor will include the provisions of Items a
through g in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secre-
tary of Labor issued pursuant to section 204 of Executive
Order No. 11246 of September 24, 1965, so that such
provisions will be binding upon each subcontractor or
vendor. The Contractor will take such action with re-
spect to any subcontract or purchase order as the con-
tracting agency may direct as a means of enforcing such
provisions, including sanctions for noncompliance:
Provided, however, that in the event the Contractor
becomes involved in, or is threatened with, litigation
with a vendor as a result of such direction by the con-
tracting agency, the Contractor may request the United
States to enter into such litigation to protect the interests
of the United States.

11. Officials Not to Benefit. No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit.

12. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty the Government shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such commission, percentage, brokerage, or contingent fee.

13. Contract Work Hours Standards Act

Overtime Compensation - (40 USC 327-330).

a. The Contractor shall not require or permit any laborer or
mechanic in any workweek in which he is employed on any