Housing Authority Agreement

HOUSING AUTHORITY AGREEMENT

RECITALS

This Housing Authority Agreement (the Agreement) is made effective as of by and between:

Housing Authority Name:

Contractor Name:

WHEREAS, the Housing Authority requires services for housing program administration, property management, repair, or other related services described below; and

WHEREAS, the Contractor has represented that it possesses the experience, qualifications and licensing necessary to perform the described services in accordance with applicable law and industry standards; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Contractor shall perform the services, deliverables and responsibilities (the Services) described below. Services shall be performed in a professional manner consistent with industry practice and in compliance with all applicable local, state, and federal laws.

PAYMENT TERMS

Compensation. Housing Authority agrees to pay Contractor a total contract sum of $ (Contract Sum) for the satisfactory performance of the Services, subject to deductions for defective or incomplete work as provided in this Agreement.

Invoicing and Payment. Contractor shall submit itemized invoices to:

Payments shall be due within days of receipt of a proper invoice, unless otherwise agreed in writing.

Late Payments. Any undisputed amount not paid when due shall accrue interest at the rate of percent per month, compounded monthly, or the maximum rate permitted by law, whichever is less. Additionally, a late fee of $ may be assessed after a grace period of days.

TERM AND TERMINATION

Term. This Agreement shall commence on and shall continue in effect until unless sooner terminated in accordance with this Agreement.

Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Housing Authority shall pay Contractor for Services performed through the effective date of termination and any reasonable demobilization costs expressly authorized in writing.

Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination for cause shall not relieve the breaching party of liability for damages resulting from the breach.

CONFIDENTIALITY

Definition. For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in written, electronic, or oral form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations. The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions. Confidential Information shall not include information which is: (i) publicly known through no fault of the receiving party; (ii) already rightfully in the receiving party's possession at the time of disclosure without an obligation of confidentiality; (iii) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) rightfully obtained from a third party without a duty of confidentiality.

Duration. Confidentiality obligations under this Agreement shall survive termination for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INSURANCE, COMPLIANCE AND INDEMNITY

Insurance. Contractor shall, at its own expense, maintain insurance coverage customary for the Services to be performed, including commercial general liability and workers' compensation as required by law. Upon request, Contractor shall provide certificates of insurance evidencing such coverage.

Compliance. Contractor shall comply with all applicable laws, regulations, and housing authority policies in performing the Services, including but not limited to anti-discrimination and accessibility requirements.

Indemnity. Contractor shall indemnify, defend and hold harmless Housing Authority, its officers, employees and agents from and against any claims, liabilities, losses or damages arising out of Contractor's negligent performance or willful misconduct, except to the extent caused by the negligence or willful misconduct of Housing Authority.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict-of-law principles. Venue for any dispute arising under this Agreement shall lie in the courts located in the jurisdiction where the Housing Authority's principal place of business is located.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits, attachments and documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Housing Authority may assign this Agreement to a successor public entity.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below for each party.

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