Model Form of Agreement Between Owner and Design Professional

Transcription

1 U.S. Department f Husing and Urban Develpment Office f Public and Indian Husing OMB Apprval N (exp.1/31/2017) Mdel Frm f Agreement Between Owner and Design Prfessinal Previus editins are bslete frm HUD (1/2014)

2 Mdel Frm f Agreement Between Owner and Design Prfessinal U. S. Department f Husing OMB Apprval N and Urban Develpment (exp. 1/31/2017) Office f Public and Indian Husing Public reprting burden fr this cllectin f infrmatin is estimated t average 3 hurs per respnse, including the time fr reviewing instructins, searching existing data surces, gathering and maintaining the data needed, and cmpleting and reviewing the cllectin f infrmatin. This agency may nt cnduct r spnsr, and a persn is nt required t respnd t, a cllectin f infrmatin unless that cllectin displays a valid OMB cntrl number. These cntracts between a HUD grantee (husing agency (HA)) and an architect/engineer (A/E) fr design and cnstructin services d nt require either party t submit any materials t HUD. The frms prvide a cntractual agreement fr the services t be prvided by the A/E and establishes respnsibilities f bth parties pursuant t the cntract. The regulatry authrity is 24 CFR These cntractual agreements are required by Federal law r regulatin pursuant t 24 CFR Part Signing f the cntracts is required t btain r retain benefits. The cntracts d nt lend themselves t cnfidentiality. Table f Intrductin Cntents Article A: Services A. 1.0 Design Prfessinal's Basic Services A. 1.1 Areas f Prfessinal s Basic Services A. 1.2 Phases and Descriptins f Basic Services A Schematic Design/Preliminary Study Phase A Design Develpment Phase A Bidding, Cnstructin and Cntract Dcument Phase A Bidding and Award Phase A Cnstructin Phase A Pst Cmpletin/Warranty Phase A. 1.3 Time f Perfrmance A. 2.0 Design Prfessinal's Additinal Services A. 2.1 Descriptin f Additinal Services A. 2.2 Written Addendum r Cntract Amendment Article B: Cmpensatin and Payment B. 1.0 Basic Services B. 1.1 Fixed Fee fr Basic Services B. 1.2 Payment Schedule B. 2.0 Reimbursables B. 2.1 Reimbursable Expenses B Travel Csts B Lng-Distance Telephne Csts B Delivery Csts B Reprductin Csts B Additinal Reimbursables B. 3.0 Additinal Services B. 3.1 Payment fr Additinal Services B. 4.0 Invicing and Payments B. 4.1 Invices B. 4.2 Time f Payment Article C: Respnsibilities C. 1.0 Design Prfessinal's Respnsibilities C. 1.1 Basic Services C. 1.2 Additinal Services C. 1.3 General Respnsibilities C. 1.4 Designing within Funding Limitatins C. 1.5 Cmpliance with Laws, Cdes, Ordinances and Regulatins C. 1.6 Seal C. 1.7 Attendance at Cnferences C. 2.0 Owner's Respnsibilities C. 2.1 Infrmatin C. 2.2 Ntice f Defects C. 2.3 Cntract Officer Previus editins are bslete Page 1 f 11

3 C. 2.4 Duties t Furnish C Survey and Prperty Restrictins C Existing Cnditins C Waivers C Minimum Wage Rates C Tests C Cntract Terms Article D: Cntract Administratin D. 1.0 Prhibitin f Assignment D. 1.1 Ownership f Dcuments D. 1.2 Substitutins D. 1.3 Suspensin D. 1.4 Subcntracts D. 1.5 Disputes D. 1.6 Terminatins D. 1.7 Insurance D. 1.8 Retentin f Rights Article E: Additinal Requirements E. 1.0 Cntract Prvisins Required by Federal Law r Owner Cntract with the U.S. Department f Husing and Urban Develpment E. 1.1 Cntract Adjustments E. 1.2 Additinal Services E. 1.3 Restrictive Drawings and Specificatins E. 1.4 Design Certificatin E. 1.5 Retentin and Inspectin f Recrds E. 1.6 Cpyrights and Rights in Data E. 1.7 Cnflicts f Interest E. 1.8 Disputes E. 1.9 Terminatin E Interest f Members f Cngress E Limitatin f Payments t Influence Certain Federal Transactins 1 E Emplyment, Training and Cntracting Opprtunities fr Lw incme Persns, Sectin 3, HUD Act f E Reserved 1 E Clean Air and Water (Applicable t Cntracts in excess f $100,000) 1 E Energy Efficiency 1 E Prevailing Wages 1 E Nn-applicability f Fair Husing Requirements in Indian Husing Authrity Cntracts 1 E Prhibitin Against Liens 1 Article F: Other Requirements (If any) Executin f Agreement Addendum (If any) Previus editins are bslete Page 2 f 11 frm HUD (1/2014)

4 Intrductin t Agreement Agreement made as f the day f in the year (yyyy) f Between the Owner (Name & Address) and the Design Prfessinal (Name, Address and Discipline) Fr the fllwing Prject (Include detailed descriptin f Prject, Lcatin, Address, Scpe and Prgram Designatin) The Owner and Design Prfessinal agree as set frth belw. Previus editins are bslete Page 3 f 11 frm HUD (1/2014)

5 Article A: Services A 1.0 Design Prfessinal's Basic Services A. 1.1 Areas f Prfessinal s Basic Services. Unless revised in a written addendum r amendment t this Agreement, in planning, designing and administering cnstructin r rehabilitatin f the Prject, the Design Prfessinal shall prvide the Owner with prfessinal services in the fllwing areas: Architecture Site Planning Structural Engineering Mechanical Engineering Electrical Engineering Civil Engineering Landscape Architecture Cst Estimating Cnstructin Cntract Administratin A 1.2 Phases and Descriptins f Basic Services. A Schematic Design/Preliminary Study Phase. After receipt f a Ntice t Prceed frm the Owner, the Design Prfessinal shall prepare and deliver Schematic Design/Preliminary Study Dcuments. These dcuments shall cnsist f a presentatin f the cmplete cncept f the Prject, including all majr elements f the building(s), and site design(s), planned t pr-mte ecnmy bth in cnstructin and in administratin and t cmply with current prgram and cst limitatins. The Design Prfessinal shall revise these dcuments cnsistent with the requirements and criteria established by the Owner t secure the Owner s written apprval. Additinally, the Design Prfessinal shall make an independent assessment f the accuracy f the infrmatin prvided by the Owner cncerning existing cnditins. Dcuments in this phase shall include: Site plan(s) Schedule f building types, unit distributin and bedrm cunt Drawings sufficient t fix and illustrate prject scpe and character in all essential design elements Outline specificatins Cst estimates and analysis Recmmendatins fr phasing f cnstructin Site plan(s) Landscape plan Flr plans Elevatins, building and wall sectins Updated three dimensinal line drawings Engineering drawings A Bidding, Cnstructin and Cntract Dcument Phase. After receipt f the Owner s written apprval f Design Develpment Dcuments, the Design Prfessinal shall prepare Cn- structin Dcuments. After cnsultatin with the Owner and Owner s attrney, if requested by the wner, the Design Prfessinal shall als prepare and assemble all bidding and cntract dcuments. The Design Prfessinal shall revise these Bidding, Cnstructin and Cntract dcuments cnsistent with the requirements and criteria established by the Owner t secure the Owner s written apprval. They shall, include in a detailed, manner all wrk t be perfrmed; all material; wrkmanship; finishes and equipment required fr the architectural, structural, mechanical, electrical, and site wrk; survey maps furnished by Owner; and direct reprductin f any lgs and subsurface sil investigatins. These dcuments shall include: Slicitatin fr Bids Frm f Cntract Special Cnditins General Cnditins Technical Specificatins Plans and drawings Updated cst estimates Scale plan f all buildings, and typical dwelling units Wall sectins and elevatins A Bidding and Award Phase. After written apprval f Outline specificatins Bidding, Cnstructin and Cntract Dcuments frm the Preliminary cnstructin cst estimates Owner, the Design Prfessinal shall assist in administering the Prject specific analysis f cdes, rdinances and bidding and award f the Cnstructin Cntract. This shall regulatins Three dimensinal line drawings include: Respnding t inquires Drafting and issuing addendum apprved by Owner A Design Develpment Phase. After receipt f written Attending prebid cnference(s) apprval f Schematic Design/Preliminary Study Dcuments, Attending public bid penings the Design Prfessinal shall prepare and submit t the Owner Reviewing and tabulating bids De-sign Develpment Dcuments. The Design Prfessinal shall revise these dcuments cnsistent with the requirements Recmmending list f eligible bids and criteria established by the Owner t secure the Owner s Recmmending award written apprval. These dcuments shall include the fllwing: O Altering drawings and specificatins as ften as required t award within the Estimated Cnstructin Cntract Cst Previus editins are bslete Page 4 f 11 frm HUD (1/2014)

6 A Cnstructin Phase. After executin f the Cnstructin Cntract, the Design Prfessinal shall in a prmpt and timely manner administer the Cnstructin Cntract and all wrk required by the Bidding, Cnstructin and Cntract Dcuments. The Design Prfessinal shall endeavr t prtect the Owner against defects and deficiencies in the executin and perfrmance f the wrk. The Design Prfessinal shall: Administer the Cnstructin Cntract. Cnduct pre-cnstructin cnference and attend dispute reslutin cnferences and ther meetings when requested by the Owner. A Pst Cmpletin/Warranty Phase. After executin f the Certificate f Cmpletin by the Owner, the Design Prfessinal shall: Cnsult with and make recmmendatins t Owner during warranties regarding cnstructin, and equipment warranties. Perfrm an inspectin f cnstructin wrk, material, systems and equipment n earlier than nine mnths and n later than ten mnths after cmpletin f the cnstructin cntract and make a written reprt t the Owner. At the Owner s request, and by Amendment t the Additinal Services sectin f this cntract, cnduct additinal warranty inspectins as Additinal Services. Review and apprve cntractr s shp drawings and ther submittals fr cnfrmance t the requirements f the cntract dcuments. Advise and assist Owner in cnstructin matters fr a At the Owner s written request, and as Additinal Service, perid up t eighteen mnths after cmpletin f the prcure testing frm qualified parties. prject, but such assistance is nt t exceed frty hurs f service and ne nnwarranty trip away frm the place Mnitr the quality and prgress f the wrk and furnish f business f the Design Prfessinal. a written field reprt weekly, semi mnthly, mnthly, r This service shall be limited t a perid amunting t 110% f the cnstructin perid as riginally established under the cnstructin cntract unless cnstructin has been delayed due t the Design prfessinal s failure t prperly perfrm its duties and respnsibilities. The Owner may direct addi- tinal mnitring but nly as Additinal Services. Require any sub-cnsultant t prvide the services listed in this sectin where and as applicable and t visit the Prject during the time that cnstructin is ccurring n the prtin f the wrk related t its discipline and reprt in writing t the Design Prfessinal. Review, apprve and submit t Owner the Cntractr Requests fr Payment. Cnduct all jb meetings and recrd actin in a set f minutes which are t be prvided t the Owner. Make mdificatins t Cnstructin Cntract Dcuments t crrect errrs, clarify intent r t accmmdate change rders. Make recmmendatins t Owner fr slutins t special prblems r changes necessitated by cnditins encuntered in the curse f cnstructin. Prmptly ntify Owner in writing f any defects r deficiencies in the wrk r f any matter f dispute with the Cntractr. Negtiate, prepare cst r price analysis fr and cuntersign change rders. Prepare written punch list, certificates f cmpletin and ther necessary cnstructin clse ut dcuments. Prepare a set f reprducible recrd prints f Drawings shwing significant changes in the wrk made during cnstructin, including the lcatins f undergrund utilities and appurtenances referenced t permanent surface imprvements, based n marked-up prints, drawings and ther data furnished by the cntractr t the Design Prfessinal. A. 1.3 Time f Perfrmance. The Design Prfessinal s schedule fr preparing, delivering and btaining Owner s apprval fr Basic Services shall be as fllws: Schematic Design/Preliminary Study Dcuments withi calendar days fr the date f the receipt f a Ntice t Prceed. Design Develpment Dcuments within calendar days frm the date f receipt f written apprval by the Owner f Schematic Design/Preliminary Study dcuments. Bidding, Cnstructin calendar days and frm Cntract the date Dcuments f receipt f within written apprval by the Owner f Design Develpment Dcuments. A. 2.0 Design Prfessinal's Additinal Services A. 2.1 Descriptin f Additinal Services. Additinal Services are all thse services prvided by the Design Prfessinal n the Prject fr the Owner that are nt defined as Basic Services in Article A, Sectin 1.2 r therwise required t be perfrmed by the Design Prfessinal under this Agreement. They include majr revisins in the scpe f wrk f previusly apprved drawings, specificatins and ther dcuments due t causes beynd the cntrl f the Design Prfessinal and nt due t any errrs, missins, r failures n the part f the Design Prfessinal t carry ut bligatins therwise set ut in this Agreement. A. 2.2 Written Addendum r Cntract Amendment. All additinal services nt already expressly required by this agreement shall be agreed t thrugh either a written addendum r amendment t this Agreement. Article B: Cmpensatin and Payment B. 1.0 Basic Services B. 1.1 Fixed Fee fr Basic Services. The Owner will pay the Design Prfessinal fr Basic Services perfrmed as defined by A.1.2, a Fixed Fee (stipulated sum) f $ plus Reimbursable Expenses identified in Article B.2.0. Such Previus editins are bslete Page 5 f 11 frm HUD (1/2014)

7 payment shall be cmpensatin fr all Basic Services required, perfrmed, r accepted under this Cntract. B. 1.2 Payment Schedule. Prgress payments fr Basic Services fr each phase f wrk shall be made in prprtin t services perfrmed as fllws: fr a maximum amunt; each such amendment r addendum shall als prvide fr a methd f payment, including, at a minimum, whether payment will be made in partial payments r in lump sum and whether it will be based upn percentage f cmpletin r services billed fr. Phase Amunt B. 4.0 Invicing and Payments Schematic Design/Preliminary Study Phase $ B. 4.1 Invices. All payments shall require a written invice frm the Design Prfessinal. Invices shall be made n mre Design Develpment Phase $ frequently than n a mnthly basis. Payments fr Basic Services Bidding, Cnstructin & Cntract Dcument Phase $ shall be in prprtin t services cmpleted within each phase f wrk. When requesting such payment, the invice shall identify Bidding & Award Phase $ the phase and the prtin cmpleted. All invices shall state the Cnstructin Phase $ Agreement, name and address t which payment shall be made, the services cmpleted and the dates f cmpletin, and whether Pst Cmpletin/ Warranty Phase Ttal Basic Services $ $ the invice requests payment fr Basic Services, Reimbursable r Additinal Services. Invices seeking payment fr Reimbursable r Additinal Services must prvide detailed B. 2.0 Reimbursables dcumentatin. B. 4.2 Time f Payment. Upn the Design Prfessinal s prper submissin f invices fr wrk perfrmed r reimbursable expenses, the Owner shall review and, if the wrk is in cnfrmance with the terms f the Agreement, make payment within B. 2.1 Reimbursable Expenses. The Owner will pay the Design Prfessinal fr the Reimbursable Expenses listed belw up t a thirty days f the Owner s receipt f the invice. Maximum Amunt f $ Reimbursable Expenses are in additin t the Fixed Fee fr Basic Services and are fr certain actual expenses incurred by the Design Prfessinal in cnnectin with the Prject as enumerated belw. Article C: Respnsibilities C. 1.0 Design Prfessinal's Respnsibilities B Travel Csts. The reasnable expense f travel csts C. 1.1 Basic Services. The Design Prfessinals shall prvide incurred by the Design Prfessinal when requested by Owner t the Basic Service set ut in Article A.1.0. travel t a lcatin that lies utside f a 45 mile radius f either the Prject site, Design Prfessinal s ffice (s), and Owner s ffice. B Lng Distance Telephne Csts. Lng distance telephne calls and lng distance telefax csts. B Delivery Csts. Curier services and vernight delivery csts. B Reprductin Csts. Reprductin and pstage csts f required drawings, specificatins, Bidding and Cntract dcuments, excluding the cst f reprductins fr the Design Prfessinal r Subcntractr s wn use. B Additinal Reimbursables. The Design Prfessinal and Owner may agree in an addendum r amendment t this Agreement t include certain ther expenses nt enumerated abve as Reimbursable Expenses. These Reimbursables shall nt be limited by the Maximum Amunt agreed t abve. A separate Maximum Amunt fr these Reimbursables shall be established. B.3.0 Additinal Services B. 3.1 Payment fr Additinal Services. The Owner will pay the Design Prfessinal nly fr Additinal Services agreed t in an addendum r amendment t this Agreement executed by the Owner and the Design Prfessinal pursuant t A.2. Payment fr all such Additinal Services shall be in an amunt and upn the terms set ut in such amendment r addendum and agreed upn by the parties. Each such amendment r addendum shall prvide fr a fixed price r, where payment fr such Additinal Services is t be n an hurly basis r ther unit pricing methd, Previus editins are bslete Page 6 f 11 C. 1.2 Additinal Services. When required under this Agreement r agreed t as set ut in A.2.0, the Design Prfessinal shall prvide Additinal Services n the Prject. C. 1.3 General Respnsibilities. The Design Prfessinal shall be respnsible fr the prfessinal quality, technical accuracy, and crdinatin f all designs, drawings, specificatins, and ther services, furnished by the Design Prfessinal under this Agreement. The Owner s review, apprval, acceptance f, r payment fr Design Prfessinal services shall nt be cnstrued as a waiver f any rights under this Agreement r f any cause f actin fr damages caused by Design Prfessinal s negligent perfrmance under this Agreement. Furthermre, this Agreement des nt restrict r limit any rights r remedies therwise affrded the Owner r Design Prfessinal by law. C. 1.4 Designing Within Funding Limitatins. The Design Prfessinal shall perfrm services required under this Cntract in such a manner s as t cause an award f a Cnstructin Cntract(s) des nt exceed that (1) $ r (2) an amunt t be prvided by the Owner in writing t the Design Prfessinal prir t the cmmencement f Design Prfessinal services. This fixed limit shall be called the Maximum Cnstructin Cntract Cst. The amunt may be increased by the Owner, but nly with written ntice t the Design Prfessinal. If the increase results in a change t the scpe f wrk, an amendment t this Agreement will be required. The Design Prfessinal and the Owner may mutually agree t decrease the Maximum Cnstructin Cntract Cst, but nly by signing a written amendment t this Agreement. Shuld bids fr the Cnstructin Cntract(s) exceed the Maximum Cnstructin Cntract Cst, the Owner has the right t require the Design frm HUD (1/2014)

8 Prfessinal t perfrm redesigns, rebids and ther services necessary t cause an award f the Cnstructin Cntract within the Maximum Cnstructin Cntract Cst withut additinal cmpensatin r reimbursement. C. 1.5 Cmpliance with Laws, Cdes, Ordinances and Regulatins. The Design Prfessinal shall perfrm services that cnfrm t all applicable Federal, State and lcal laws, cdes, rdinances and regulatins except as mdified by any waivers which may be btained with the apprval f the Owner. If the Prject is within an Indian reservatin, tribal laws, cdes and regulatins shall be substituted fr state and lcal laws, cdes, rdinances and regulatins. Hwever, n such a Native American Prjects, the Owner may additinally designate that sme r all state and lcal cdes shall apply. In sme f these circumstances, a mdel natinal building cde may be selected by the Indian r Native American Owner. The Design Prfessinal shall certify that Cntract Dcuments will cnfrm t all applicable laws, cdes, rdinances and regulatins. The Design Prfessinal shall prepare all cnstructin dcuments required fr apprval by all gvernmental agencies having jurisdictin ver the prject. The Design prfessinal shall make all changes in the Bidding and Cnstructin Dcuments necessary t btain gvernmental apprval withut additinal cmpensatin r reimbursement, except in the fllwing situatins. If subsequent t the date the Owner issues a ntice t prceed, revisins are made t applicable cdes r nn-federal regulatins, the Design Prfessinal shall be entitled t additinal cmpensatin and reimbursements fr any additinal cst resulting frm such changes. The Design Prfessinal, hwever, is bligated t ntify the Owner f all significant cde r regulatry changes within sixty (60) days f their change, and such ntificatin shall be required in rder fr the Design Prfessinal t be entitled t any additinal cmpensatin r reimbursement. C. 1.6 Seal. Licensed Design Prfessinals shall affix their seals and signatures t drawings and specificatins prduced under this Agreement when required by law r when the prject is lcated n an Indian Reservatin. C. 1.7 Attendance at Cnferences. The Design Prfessinal r designated representative shall attend prject cnferences and meetings invlving matters related t basic services cvered under this cntract. Attendance at cmmunity wide meetings shall be cnsidered an additinal service. C. 2.0 Owner's Respnsibilities C. 2.1 Infrmatin. The Owner shall prvide infrmatin regarding requirements fr the prject, including a prgram that shall set frth the Owner s bjectives and schedule. The Owner shall als establish and update the Maximum Cnstructin Cst. This shall include the Owner s giving ntice f wrk t be perfrmed by the Owner r thers and nt included in the Cnstructin Cntract fr the Prject. The Design Prfessinal, hwever, shall be respnsible t ascertain and knw federal requirements and limitatins placed n the Prject. C. 2.2 Ntice f Defects. If the Owner bserves r therwise becmes aware f any fault r defect in the cnstructin f the prject r nncnfrmance with the Cnstructin Cntract, the Owner shall give prmpt written ntice f thse faults, defects r nncnfrmance t the Design Prfessinal. Previus editins are bslete Page 7 f 11 C.2.3 Cntract Officer. The Owner shall designate a Cntract Officer authrized t act n its behalf with respect t the design and cnstructin f the Prject. The Cntract Officer shall examine dcuments submitted by the Design Prfessinal and shall prmptly render decisins pertaining t thse dcuments s as t avid unreasnably delaying the prgress f the Design Prfessinal s wrk. C. 2.4 Duties t Furnish. The Owner shall prvide the Prfessinal Design the items listed belw. C Survey and Prperty Restrictins. The Owner shall furnish tpgraphic, prperty line and utility infrmatin as and where required. The Owner may at its electin require the Design Prfessinal t furnish any f these items as an Additinal Service. C Existing Cnditins. The Owner shall prvide the Design Prfessinal any available as built drawings f r buildings prperties, architect surveys, test reprts, and any ther written infrmatin that it may have in its pssessin and that it reasnably might assume affects the wrk. C Waivers. The Owner shall prvide the Design Prfessinal infrmatin it may have btained n any waivers f lcal cdes, rdinances, r regulatins r standards affecting the design f the Prject. C Minimum Wage Rates. The Owner shall furnish the Design Prfessinal the schedule f minimum wage rates apprved by the U.S. Secretary f Labr fr inclusin in the slicitatin and Cntract Dcuments. C Tests. When expressly agreed t in writing by bth the Owner and the Design Prfessinal, the Owner shall furnish the Design Prfessinal all necessary structural, mechanical, chemical r ther labratry tests, inspectins and reprts fr required fr the Prject. C Cntract Terms. The Owner r its legal cunsel may prvide the Design Prfessinal text t be incrprated int Bidding and Cnstructin Cntract Dcuments. Article D: Cntract Administratin D. 1.0 Prhibitin f Assignment. The Design Prfessinal shall nt assign, subcntract, r transfer any services, bligatins, r interest in this Agreement withut the prir written cnsent f the Owner. Such cnsent shall nt unreasnably be withheld when such assignment is fr financing the Design Prfessinal s perfrmance. D. 1.1 Ownership f Dcuments. All drawings, specificatins, studies and ther materials prepared under this cntract shall be the prperty f the Owner and at the terminatin r cmpletin f the Design Prfessinal s services shall be prmptly delivered t the Owner. The Design Prfessinal shall have n claim fr further emplyment r additinal cmpensatin as a result f exercise by the Owner f its full rights f wnership. It is understd, hwever, that the Design Prfessinal des nt rep-resent such data t be suitable fr re-use n any ther prject r fr any ther purpse. If the Owner re-uses the subject data withut the Design Prfessinal s written verificatin, such re-use will be at the sle risk f the Owner withut liability t the Design Prfessinal. frm HUD (1/2014)

9 D. 1.2 Substitutins. D. 1.7 Insurance. The Design prfessinal shall carry Cmmercial r Cmprehensive General Liability Insurance, A. The Design Prfessinal shall identify in writing principals and prfessinal level emplyees and shall nt substitute Prfessinal Liability Insurance (fr a perid extending tw r replace principals r prfessinal level emplyees withut years past the date f cmpletin f cnstructin), and ther the prir apprval f the Owner which shall nt unreasnably insurance as are required by law, all in minimum amunts as be withheld. set frth belw. The Design Prfessinal shall furnish the Owner certificates f insurance and they shall state that a thirty B. The Design Prfessinal s persnnel identified belw are day ntice f prir cancellatin r change will be prvided t cnsidered t be essential t the wrk effrt. Prir t diverting the Owner. Additinally, the Owner shall be an additinal r substituting any f the specified individuals, the Design insured n all Cmmercial r Cmprehensive General liability Prfessinal shall ntify the Owner reasnably in advance and plicies. shall submit justificatin, including prpsed substitutins, in sufficient detail t permit evaluatin f the impact n the Insurance Limits r Amunt cntract. N diversin r substitutin f such key persnnel shall be made by the Design prfessinal withut the prir written cnsent f the Owner. D. 1.3 Suspensin. The Owner may give written ntice t the Design Prfessinal t suspend wrk n the prject r any part theref. The Owner shall nt be bligated t cnsider a claim fr additinal cmpensatin if the Design Prfessinal is given written ntice t resume wrk within 120 calendar days. If ntice t resume wrk is nt given within 120 calendar days, the Design Prfessinal shall be entitled t an equitable adjustment in cmpensatin. D. 1.4 Subcntracts. The Design Prfessinal will cause all applicable prvisins f this Agreement t be inserted in all its subcntracts. D. 1.5 Disputes. In the event f a dispute arising under this Agreement, the Design Prfessinal shall ntify the Owner prmptly in writing and submit its claim in a timely manner. The Owner shall respnd t the claim in writing in a timely manner. The Design Prfessinal shall prceed with its wrk hereunder in cmpliance with the instructins f the Owner, but such cmpliance shall nt be a waiver f the Design Prfessinal s rights t make such a claim. Any dispute nt reslved by this prcedure may be determined by a curt f cmpetent jurisdictin r by cnsent f the Owner and Design Prfessinal by ther dispute reslutin methds. D. 1.6 Terminatin. The Owner may terminate this Agreement fr the Owner s cnvenience r fr failure f the Design Prfessinal t fulfill cntract bligatins. The Owner shall terminate by delivering t the Design Prfessinal a Ntice f Terminatin specifying the reasn therefre and the effective date f terminatin. Upn receipt f such ntice, the Design Prfessinal shall immediately discntinue all services affected and deliver t the Owner all infrmatin, reprts, papers, and ther materials accumulated r generated in perfrming this cntract whether cmpleted r in prcess. If the terminatin is fr cnvenience f the Owner, the Owner shall be liable nly fr payment fr accepted services rendered befre the effective date f terminatin. D. 1.8 Retentin f Rights. Neither the Owner s review, apprval r acceptance f, nr payment fr, the services required under this cntract shall be cnstrued t perate as a waiver f any rights under this cntract r f any cause f actin arising ut f the perfrmance f this cntract, and the Design Prfessinal shall be and remain liable t the Owner in accrdance with the applicable law fr all damages t the Owner caused by the Design prfessinal s negligent perfrmance f any f the services furnished under this cntract. Article E: Additinal Requirements E. 1.0 Cntract Prvisins Required by Federal Law r Owner Cntract with the U.S. Department f Husing and Urban Develpment (HUD). E. 1.1 Cntract Adjustments. Ntwithstanding any ther term r cnditin f this Agreement, any settlement r equitable adjustment due t terminatin, suspensin r delays by the Owner shall be negtiated based n the cst principles stated at 48 CFR Subpart 31.2 and cnfrm t the Cntract pricing prvisins f 24 CFR (f). E. 1.2 Additinal Services. The Owner shall perfrm a cst r price analysis as required by 24 CFR (f) prir t the issuance f a cntract mdificatin/amendment fr Additinal Services. Such Additinal Services shall be within the general scpe f services cvered by this Agreement. The Design Prfessinal shall prvide supprting cst infrmatin in sufficient detail t permit the Owner t perfrm the required cst r price analysis. E. 1.3 Restrictive Drawings and Specificatins. In accrdance with 24 CFR 85.36(c)(3)(i) and cntract agreements between the Owner and HUD, the Design Prfessinal shall nt require the use f materials, prducts, r services that unduly restrict cmpetitin. E. 1.4 Design Certificatin. Where the Owner is required by federal regulatins t prvide HUD a Design Prfessinal certificatin regarding the design f the Prjects (24 CFR ), the Design Prfessinal shall prvide such a certificatin t the Owner. Previus editins are bslete Page 8 f 11 frm HUD (1/2014)

10 E. 1.5 Retentin and Inspectin f Recrds. Pursuant t 24 CFR 85.26(i)(10) and (11), access shall be given by the Design Prfessinal t the Owner, HUD, the Cmptrller General f the United States, r any f their duly authrized representatives, t any bks, dcuments, papers, and recrds f the Design Prfessinal which are directly pertinent t that specific Cntract fr the purpse f making an audit, examinatin, excerpts, and transcriptins. All required recrds shall be retained fr three years after the Owner r Design Prfessinal and ther subgrantees make final payments and all ther pending matters are clsed. E. 1.6 Cpyrights and Rights in Data. HUD has n regulatins pertaining t cpyrights r rights in data as prvided in 24 CFR HUD requirements, Article 45 f the General Cnditins t the Cntract fr Cnstructin (frm HUD-5370) requires that cntractrs pay all ryalties and license fees. All drawings and specificatins prepared by the Design Prfessinal pursuant t this cntract will identify any applicable patents t enable the general cntractr t fulfil the requirements f the cnstructin cntract. E. 1.7 Cnflicts f Interest. Based in part n federal regulatins (24 CFR 85.36(b)) and Cntract agreement between the Owner and HUD, n emplyee, fficer, r agent f the Owner (HUD grantee) shall participate in selectin, r in the award r administratin f a cntract supprted by Federal funds if a cnflict f interest, real r apparent, wuld be invlved. Such a cnflict wuld arise when: (i) The emplyee, fficer r agent, (ii) Any member f his r her immediate family, (iii) His r her partner, r (iv) An rganizatin that emplys, r is abut t emply, any f the abve, has a financial r ther interest in the firm selected fr award. The grantee s r subgrantee s fficers, emplyees r agents will neither slicit nr accept gratuities, favrs r anything f mnetary value frm Cntractrs, r parties t sub-agreements. Grantees and subgrantees may set minimum rules where the financial interest is nt substantial r the gift is an unslicited item f nminal intrinsic value. T the extent permitted by State r lcal law r regulatins, such standards r cnduct will prvide fr penalties, sanctins, r ther disciplinary actins fr vilatins f such standards by the grantee s and subgrantee s fficers, emplyees, r agents r by Cntractrs r their agents. The awarding agency may in regulatin prvide additinal prhibitins relative t real, apparent, r ptential cnflicts f interest. Neither the Owner nr any f its cntractrs r their subcntractrs shall enter int any Cntract, subcntract, r agreement, in cnnectin with any Prject r any prperty included r planned t be included in any Prject, in which any member, fficer, r emplyee f the Owner, r any member f the gverning bdy f the lcality in which the Prject is situated, r any member f the gverning bdy f the lcality in which the Owner was activated, r in any ther public fficial f such lcality r lcalities wh exercises any respnsibilities r functins with respect t the Prject during his/her tenure r fr ne year thereafter has any interest, direct r indirect. If any such present r frmer member, fficer, r emplyee f the Owner, r any such gverning bdy member r such ther public fficial f such lcality r lcalities invluntarily acquires r had acquired prir t the beginning f his/her tenure any such interest Previus editins are bslete Page 9 f 11 and if such interest is immediately disclsed t the Owner and such disclsure is entered upn the minutes f the Owner, the Owner, with the prir apprval f the Gvernment, may waive the prhibitin cntained in this subsectin: Prvided, That any such present member, fficer, r emplyee f the Owner shall nt participate in any actin by the Owner relating t such cntract, subcntract, r arrangement. N member, fficer, r emplyee f the Owner, n member f the gverning bdy f the lcality in which the prject is situated, n member f the gverning bdy f the lcality in which the Owner was activated, and n ther public fficial f such lcality r lcalities wh exercises any functins r respnsibilities with respect t the prject, during his/her tenure r fr ne year thereafter, shall have any interest, direct r indirect, cntract r in this the prceeds theref. E. 1.8 Disputes. In part because f HUD regulatins (24 CFR 85.36(i)(1)), this Design Prfessinal Agreement, unless it is a small purchase cntract, has administrative, cntractual, r legal remedies fr instances where the Design Prfessinal vilates r breaches Agreement terms, and prvide fr such sanctins and penalties as may be apprpriate. E. 1.9 Terminatin. In part because f HUD regulatins (24 CFR 85.36(i)(2)), this Design Prfessinal Agreement, unless it is fr an amunt f $10,000 r less, has requirements regarding terminatin by the Owner when fr cause r cnvenience. These include the manner by which the terminatin will be effected and basis fr settlement. E Interest f Members f Cngress. Because f Cntract agreement between the Owner and HUD, n member f r delegate t the Cngress f the United States f America r Resident Cmmissiner shall be admitted t any share r part f this Cntract r t any benefit t arise frm it. E Limitatin f Payments t Influence Certain Federal Transactin. The Limitatin n Use f Apprpriated Funds t Influence Certain Federal Cntracting and Financial Transactins Act, Sectin 1352 f Title 31 U.S.C., prvides in part that n apprpriated funds may be expended by recipient f a federal cntract, grant, lan, r cperative agreement t pay any persn, including the Design Prfessinal, fr influencing r attempting t influence an fficer r emplyee f Cngress in cnnectin with any f the fllwing cvered Federal actins: the awarding f any federal cntract, the making f any Federal grant, the making f any federal lan, the entering int f any cperative agreement, and the extensin, cntinuatin, renewal, amendment, r mdificatin f any federal cntract, grant, lan, r cperative agreement. E Emplyment, Training, and Cntracting Opprtunities fr Lw-Incme Persns, Sectin 3 f the Husing and Urban Develpment Act f A. The wrk t be perfrmed under this cntract is subject t the requirements f sectin 3 f the Husing and Urban Develpment Act f 1968, as amended, 12 U.S.C. 1701u (sectin 3). The purpse f sectin 3 is t ensure that emplyment and ther ecnmic pprtunities generated by HUD assistance r HUD-assisted prjects cvered by sectin 3, shall, t the greatest extent feasible, be directed t lw- and very lw-incme persns, particularly persns wh are recipients f HUD assistance fr husing. frm HUD (1/2014)

11 B. The parties t this cntract agree t cmply with HUD s regulatins in 24 CFR part 135, which implement sectin 3. As evidenced by their executin f this cntract, the parties t this cntract certify that they are under n cntractual r ther impediment that wuld prevent them frm cmplying with the part 135 regulatins. C. The cntractr agrees t send t each labr rganizatin r representative f wrkers with which the cntractr has a cllective bargaining agreement r ther understanding, if any, a ntice advising the labr rganizatin r wrkers representative f the cntractr s cmmitments under this sectin 3 clause, and will pst cpies f the ntice in cnspicuus places at the wrk site where bth emplyees and applicants fr training and emplyment psitins can see the ntice. The ntice shall describe the sectin 3 preference, shall set frth minimum number and jb titles subject t hire, availability f apprenticeship and training psitins, the qualificatins fr each; and the name and lcatin f the persn(s) taking applicatins fr each f the psitins; and the anticipated date the wrk shall begin. D. The cntractr agrees t include this sectin 3 clause in every subcntract subject t cmpliance with regulatins in 24 CFR part 135, and agrees t take apprpriate actin, as prvided in an applicable prvisin f the subcntract r in this sectin 3 clause, upn a finding that the subcntractr is in vilatin f the regulatins in 24 CFR part 135. The cntractr will nt subcntract with any subcntractr where the cntractr has ntice r knwledge that the subcntractr has been fund in vilatin f the regulatins in 24 CFR part 135. E. The cntractr will certify that any vacant emplyment psitins, including training psitins, that are filled (1) after the cntractr is selected but befre the cntract is executed, and (2) with persns ther than thse t whm the regulatins f 24 CFR part 135 require emplyment pprtunities t be directed, were nt filled t circumvent the cntractr s bligatins under 24 CFR part 135. E Energy Efficiency. Pursuant t Federal regulatins (24 C.F.R 85.36(i)(13)) and Federal law, except when wrking n an Indian husing authrity Prject n an Indian reservatin, the Design Prfessinal shall cmply with the mandatry standards and plicies relating t energy efficiency which are cntained in the state energy cnservatin plan issued in cmpliance with the Energy Plicy and Cnservatin Act (Pub. L cdified at 42 U.S.C.A et. seq.). E Prevailing Wages. In accrdance with Sectin 12 f the U.S. Husing Act f 1937 (42 U.S.C. 1437j) the Design Prfessinal shall pay nt less than the wages prevailing in the lcality, as determined by r adpted (subsequent t a determinatin under applicable State r lcal law) by the Secretary f HUD, t all architects, technical engineers, draftsmen, and technicians. E Nn-applicability f Fair Husing Requirements in Indian Husing Authrity Cntracts. Pursuant t 24 CFR sectin (b) title VI f the Civil Rights Act f 1964 (42 U.S.C. 2000d-2000d-4), which prhibits discriminatin n the basis f race, clr r natinal rigin in federally assisted prgrams, and the Fair Husing Act (42 U.S.C ), which prhibits discriminatin based n race, clr, religin, sex, natinal rigin, handicap, r familial status in the sale r rental f husing d nt apply t Indian Husing Authrities established by exercise f a Tribe s pwers f self-gvernment. E. 1.18Prhibitin Against Liens. The Design prfessinal is Prhibited frm placing a lien n the Owner s prperty. This prhibitin shall be placed in all design prfessinal subcntracts. Article F: Other Owner Requirements (if any) (Cntinue n additinal pages as necessary) F. Nncmpliance with HUD s regulatins in 24 CFR part 135 may result in sanctins, terminatin f this cntract fr default, and debarment r suspensin frm future HUD assisted cntracts. G. Reserved. H. Reserved. E Reserved. E Clean Air and Water. (Applicable t cntracts in excess f $100,000). Because f 24 CFR 85.36(i)(12) and Federal law, the Design Prfessinal shall cmply with applicable standards, rders, r requirements issued under sectin 306 f the Clean Air Act (42 U.S.C. 1857h-4 transferred t 42 USC 7607, sectin 508 f the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Envirnmental Prtectin Agency regulatins (40 CFR part 15), n all cntracts, subcntracts, and subgrants f amunts in excess f $100,000. Previus editins are bslete Page 10 f 11 frm HUD (1/2014)

12 This Agreement is entered int as f the day and year first written abve. Owner Design Prfessinal (Husing Authrity) (Firm) (Signature) (Signature) (Print Name) (Print Name) (Print Title) Previus editins are bslete Page 11 f 11 (Print Title) frm HUD (1/2014)

13 Addendum (If any) (Additinal Services and ther mdificatins) This is an Addendum t a Standard Frm f Agreement between Owner and Design Prfessinal signed and dated the day f in the year (yyyy) f between the Owner and Design Prfessinal Prject delineated Additinal Services and mdificatins. The parties t that Agreement agree t mdify the Agreement by the abve n This Addendum is dated this day f in the year (yyyy) f Owner Design Prfessinal (Husing Authrity) (Firm) (Signature) (Signature) (Print Name) (Print Name) (Print Title) (Print Title) Previus editins are bslete Page 1 f 1 frm HUD (1/2014)