2025-12+Contract+Proj_Process_Jewel+City+2.docx

CONTRACT #473-2026-01

PARTIES

The parties to this contract (Contract) are the Industrial Commission of the State of North Dakota acting as the North Dakota Housing Finance Agency (STATE), and TBD. having its principal place of business at TBD ADDRESS (CONTRACTOR);

SCOPE OF WORK

CONTRACTOR, in exchange for the compensation paid by STATE under this Contract, shall provide the following:

Perform monitoring services of the rehabilitation of Jewel City 2, an affordable housing project located at 304 2nd Ave SE, Rolla, ND 58367. Jewel City is an existing site built, one story, multi-family residential rental property with 7-units.

a. Initial Project Review:

Within 21 days of the start of the contract the Contractor will perform a detailed project review (an “initial Project Review”) which will include:

· Provide a description to the building and site plans with regards to:

· Building

· Number of structures

· Type (townhouse, low rise, etc.)

· Square footage

· Number of stories

· Number of units

· Unit breakdown

· Construction type as defined by the International Building Code (IBC)

· Site:

· Lot area – existing and proposed

· Density – units/acre allowed and provided, parking required and provided

· Compliance with zoning with regards to minimum lot size requirements, minimum building setbacks, existing use, etc.

· Proposed improvements – drainage, sewer-septic, water-well, gas, power, cable television, telephone, retaining walls, fencing, playground, etc.

· Flood hazard relevance

· Wetland constraints

· Required permits

· Total open space allowed and provided

· Useable open space allowed and provided

· Review of Plans and Specifications

· List the plans and plan set date that was reviewed

· List the project manual date that was reviewed

· Comment on the plans and project manual as relates to:

· North Dakota State Building Code and any applicable local building codes- https://www.commerce.nd.gov/community-services/building-codes

· North Dakota Housing Minimum Rehabilitation Property Standards Manual https://www.ndhousing.nd.gov/sites/www/files/documents/Plans/MinimumRehabilitationPropertyStandards.pdf

· Federal Accessibility Requirements as they apply:

· 2010 ADA Standards for Accessible Design - https://www.ada.gov/2010ADAstandards_index.htm

· Fair Housing Act - https://www.huduser.gov/portal/publications/PDF/FAIRHO USING/fairfull.pdf

· Comment on any noted environmental concerns like lead-based paint, asbestos, contaminated soils, etc.

· Evaluate the overall quality of the construction plans and specifications. Offer an opinion as to whether the plans and specifications are sufficiently detailed for construction.

· Comment on the general adequacy of the proposed construction documents and the level of quality of the specified materials, equipment, building components and systems for the purpose of whether the construction documents are sufficient to commence and carry-out construction of the project.

· Comment on the compliance of the plans and specifications with the recommendations set forth in the applicable geotechnical and structural reports.

· Comment on the Survey Review with regards to easements, encroachments, and variances

· Availability of Utilities

· List of local utilities providing service to the project

· Review of utility letters (provided by the developer)

· Description of metering

· Provide a detailed narrative (project description) of proposed construction and systems:

· Grading, storm drainage, sewer, water, paving, landscaping

· Foundation and superstructure

· Life safety, plumbing, mechanical, electrical

· Roofing, building enclosure system, weatherproofing, flashing.

· Interior finishes and conveyance systems

· Offsite work if applicable

· Review of the construction contract and contractor qualifications (provided by the developer)

· Review of the Architect’s contract (provided by the developer)

· Review the General Contractor or Construction Management contract (provided by the developer). Comment on qualifications, assumptions, and exhibits.

· Review the construction schedule (provided by the developer)

· Cost opinion and recommendation for contingency (budget provided by the developer)

· Review aspects of quality control program and provide recommendations if applicable

b. Follow-up Project Review:

The design architect or engineer will address initial plan review issues and resubmit stamped plans and stamped specifications. The Contractor will have seven days to complete the follow-up review.

c. Site Visits:

The Contractor will visit the Project and attend Project meetings once a month (a “Site Visit”). The visit will be to review and approve draw funding.

d. Site Visit Reports:

The Contractor will provide NDHFA with a written review within five (5) business days of each Site Visit, utilizing a standardized report format (Word document) reasonably approved by NDHFA. As part of each Periodic Report, the Contractor will also do the following:

(1) Attend project meetings (1 to 1-1/2 hours), and report on significant topics of discussion;

(2) Review and report on work in place relative to compliance with the contract documents;

(3) Comment on the quality of the work in place;

(4) Compare and comment on the progress of work on site as it relates to the critical path of the latest schedule;

(5) Provide captioned photographs that demonstrate overall progress of the job and show progress since the last inspection. Additionally, provide captioned photographs that highlight concerns or issues;

(6) Comment on any issues relating to permits, inspections, and testing;

(7) Attach the following to each report – meeting minutes, outstanding requests for information, proposed change order log, and a submittal log.

(8) Conduct and record wage interviews where Davis Bacon is applicable, and the interview is requested by NDHFA. Utilize HUD Form 11.

e. Draw Review:

Upon receipt by the Contractor of a request for payment from the Developer or NDHFA (each, a “Draw”, and together, the “Draws”), the Contractor will verify that such Draw is in a form previously approved by NDHFA and is consistent with the estimated disbursement schedule, and that the following supporting documentation for such Draw has been supplied:

· Draw (AIA Form G702/703 or similar form(s));

· monthly updated schedule;

· change order log (pending and approved);

· identification of construction lender posting,

· owner/contractor affidavits, and lien waivers.

Upon completing such review, the Contractor will make a Site Visit to review the progress of the Project work to date and to review completion of all work covered by such Draw.

In connection with each Site Visit and Draw review undertaken in connection with a Draw request, the Contractor will include as part of the Periodic Report whether the Contractor: (1) confirms the Project architect’s approval of the Draw, and recommends approval or disapproval of all or part of the Draw (together with a summary of the reasons for such disapproval) or (2) needs additional information to make such recommendation (together with a summary of the additional information needed). The Contractor agrees to use reasonable efforts to complete the Site Visit and Draw review and provide the Periodic Report with such recommendation to NDHFA within two (2) days after receipt of a fully executed and signed pay application. If the Contractor recommends disapproval of a draw or needs additional information, the Contractor shall promptly inform the Developer and provide the Developer with a copy of the summary described above. The Contractor will assist and advise NDHFA in any discussions with the Developer to resolve the issues associated with such disapproval or inadequate supporting information.

It is expressly understood and agreed that the Contractor’s review of a Draw shall be deemed to constitute a certification by the Contractor to NDHFA that, to the best of his/her or its knowledge: (i) with respect to any construction-related item on the Draw, the item represents sums due for work actually performed and/or materials actually delivered or installed; (ii) all observed work has been completed in a good and workmanlike manner and, if not, the Project architect has presented a plan for remediation of any deficient work; and (iii) the quality of observed Project work completed as of the time of the Contractor’s Site Visit is generally in accordance with the construction contract and the plans and specifications for the Project previously delivered to the Contractor as amended by field changes. Notwithstanding the above, NDHFA acknowledges that the Contractor’s Periodic Report does not constitute a guaranty or certification by the Contractor of the quality of the Project or the sufficiency of the design or architectural components of the Project. If the Permanent/Construction Lender or any financing agency disapproves all or any portion of such Draw, such Financing Party shall promptly notify the Developer and the other Financing Parties of such disapproval (together with a summary of the reasons supporting such disapproval).

f. Final Certification:

Promptly upon completion of construction of the Project, the Contractor will (1) make a final Site Visit, (2) certify to NDHFA that, to the best of his/her or its knowledge, all work and materials are in substantial compliance with the plans and specifications and that lien releases have been duly delivered and (3) review the schedule of punch list items and recommend any changes or additions to such punch list schedule and an appropriate aggregate holdback amount for the final punch list items. The Contractor will identify any observed areas where construction does not conform to the final plans and specifications. The Contractor will coordinate the final Site Visit at construction completion with NDHFA. It will be the Developer’s responsibility to follow through with the outstanding punch list items.

COMPENSATION PAYMENTS

Contractual Amount STATE shall pay for the accepted services provided by CONTRACTOR under this Contract at a Contract Rate of $XX for each monthly monitoring progress report completed in the contract period, not to exceed $XX. Upon execution of the extension option, the total contract amount may be increased proportionately based on the additional months extended and the monthly Contract Rate.

1) Payment made in accordance with this Compensation section shall constitute payment in full for the services and work performed and the deliverables and work(s) provided under this Contract and CONTRACTOR shall not receive any additional compensation hereunder.

2) STATE shall make payment under this Contract within forty-five (45) calendar days after receipt of a correct invoice.

3) Payment of an invoice by STATE will not prejudice STATE’s right to object to or question that or any other invoice or matter in relation thereto. CONTRACTOR's invoice will be subject to reduction for amounts included in any invoice or payment made which are determined by STATE, on the basis of audits conducted in accordance with the terms of this Contract, not to constitute allowable costs. At STATE’s sole discretion, all payments shall be subject to reduction for amounts equal to prior overpayments to CONTRACTOR.

4) For any amounts that are or will become due and payable to STATE by CONTRACTOR, STATE reserves the right to deduct the amount owed from payments that are or will become due and payable to CONTRACTOR under this Contract.

Travel CONTRACTOR acknowledges travel costs are covered by the Contractual Amount and shall not invoice STATE for travel costs.

Prepayment STATE will not make any advance payments before performance or delivery by CONTRACTOR under this Contract.

Payment of Taxes by STATE STATE is not responsible for and will not pay local, state, or federal taxes. STATE sales tax exemption number is E 2001. STATE will furnish certificates of exemption upon request by the CONTRACTOR.

Taxpayer ID CONTRACTOR’S federal employer ID number is: XX.

Purchasing Card STATE may make payment using a government credit card. CONTRACTOR will accept a government credit card without passing the processing fees for the government credit card back to STATE.

TERM OF CONTRACT

This Contract term (Term or Initial Term) begins on February 1, 2026 and ends on July 31, 2027. In the event the project does not close on the financial award, or the project satisfies project completion early, the STATE shall compensate the CONTRACTOR for the Initial Project Review and any completed monthly progress monitoring reports received by the STATE and the Contract will be terminated.

1. No Automatic Renewal This Contract will not automatically renew.

Extension Option STATE reserves the right to extend this Contract for an additional period to coincide with the construction completion of the project specified in Section 3.

Renegotiation Option Because it is unknown how long the solution and services will be used by STATE and ongoing maintenance and support are required for as long as the system is operational STATE and CONTRACTOR may renegotiate this Contract. After completion of the Initial Term, renewals, and extensions, STATE and CONTRACTOR may renegotiate the pricing and Term of this Contract. New pricing and Term shall be mutually agreed upon by the Parties and executed in writing.

If, during the Initial Term, any renewal, or extension STATE determines a realignment of the Term is needed (e.g. to align with STATE’s fiscal biennium, SaaS period), the Parties may mutually agree, in writing, to a new Term with a termination date not to exceed the total available length of Contract including its Initial Term, renewals, and extensions.

TIME IS OF THE ESSENCE

CONTRACTOR hereby acknowledges that time is of the essence for performance under this Contract unless otherwise agreed to in writing by the Parties.

TERMINATION

a. Termination by Mutual Agreement This Contract may be terminated by mutual consent of both Parties executed in writing.

b. Early Termination in the Public Interest STATE is entering this Contract for the purpose of carrying out the public policy of the State of North Dakota, as determined by its Governor, Legislative Assembly, Agencies and Courts. If this Contract ceases to further the public policy of the State of North Dakota, STATE, in its sole discretion, by written notice to CONTRACTOR, may terminate this Contract in whole or in part.

c. Termination for Lack of Funding or Authority STATE by written notice to CONTRACTOR, may terminate the whole or any part of this Contract under any of the following conditions:

1) If funding from federal, state, or other sources is not obtained or continued at levels sufficient to allow for purchase of the services or goods in the indicated quantities or term.

2) If federal or state laws or rules are modified or interpreted in a way that the services or goods are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract.

3) If any license, permit, or certificate required by law or rule, or by the terms of this Contract, is for any reason denied, revoked, suspended, or not renewed.

Termination of this Contract under this subsection is without prejudice to any obligations or liabilities of either Party already accrued prior to termination.

d. Termination for Cause STATE may terminate this Contract effective upon delivery of written notice to CONTRACTOR, or any later date stated in the notice:

1) If CONTRACTOR fails to provide services or goods required by this Contract within the time specified or any extension agreed to in writing by STATE; or

2) If CONTRACTOR fails to perform any of the other provisions of this Contract, or so fails to pursue the work as to endanger performance of this Contract in accordance with its terms.

The rights and remedies of STATE provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

FORCE MAJEURE

Neither Party shall be held responsible for delay or default caused by fire, riot, terrorism, pandemic (excluding COVID-19), acts of God, or war if the event was not foreseeable through the exercise of reasonable diligence by the affected Party, the event is beyond the Party’s reasonable control, and the affected Party gives notice to the other Party promptly upon occurrence of the event causing the delay or default or that is reasonably expected to cause a delay or default. If CONTRACTOR is the affected Party and does not resume performance within fifteen (15) days or another period agreed between the Parties, then STATE may seek all available remedies, up to and including termination of this Contract pursuant to its Termination Section, and STATE shall be entitled to a pro-rata refund of any amounts paid for which the full value has not been realized, including amounts paid toward software subscriptions, maintenance, or licenses.

INDEMNification Contractor agrees to defend, indemnify, and hold harmless the state of North Dakota, its agencies, officers and employees (State), from and against claims based on the vicarious liability of the State or its agents, but not against claims based on the State’s contributory negligence, comparative and/or contributory negligence or fault, sole negligence, or intentional misconduct. This obligation to defend, indemnify, and hold harmless does not extend to professional liability claims arising from professional errors and omissions. The legal defense provided by Contractor to the State under this provision must be free of any conflicts of interest, even if retention of separate legal counsel for the State is necessary. Any attorney appointed to represent the State must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08. Contractor also agrees to reimburse the State for all costs, expenses and attorneys' fees incurred if the State prevails in an action against Contractor in establishing and litigating the indemnification coverage provided herein. This obligation shall continue after the termination of this agreement.

INSURANCE

Contractor shall secure and keep in force during the term of this agreement and Contractor shall require all subcontractors, prior to commencement of an agreement between Contractor and the subcontractor, to secure and keep in force during the term of this agreement, from insurance companies, government self-insurance pools or government self-retention funds, authorized to do business in North Dakota, the following insurance coverages:

1) Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per occurrence.

2) Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, with minimum liability limits of $500,000 per person and $2,000,000 per occurrence.

3) Workers’ compensation coverage meeting all statutory requirements. The policy shall provide coverage for all states of operation that apply to the performance of this contract.

4) Employer’s liability or “stop gap” insurance of not less than $2,000,000 as an endorsement on the workers compensation or commercial general liability insurance.

5) Professional errors and omissions with minimum limits of $1,000,000 per claim and in the aggregate, Contractor shall continuously maintain such coverage during the contact period and for three years thereafter. In the event of a change or cancellation of coverage, Contractor shall purchase an extended reporting period to meet the time periods required in this section The insurance coverages listed above must meet the following additional requirements:

1) Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

2) This insurance may be in policy or policies of insurance, primary and excess, including the so-called umbrella or catastrophe form and must be placed with insurers rated “A-” or better by A.M. Best Company, Inc., provided any excess policy follows form for coverage. Less than an “A-” rating must be approved by the State. The policies shall be in form and terms approved by the State.

3) The duty to defend, indemnify, and hold harmless the State under this agreement shall not be limited by the insurance required in this agreement.

4) The state of North Dakota and its agencies, officers, and employees (State) shall be endorsed on the commercial general liability policy on a primary and noncontributory basis, including any excess policies (to the extent applicable), as additional insured. The State shall have all the benefits, rights and coverages of an additional insured under these policies that shall not be limited to the minimum limits of insurance required by this agreement or by the contractual indemnity obligations of the Contractor.

5) A “Waiver of Subrogation” waiving any right to recovery the insurance company may have against the State.

6) The Contractor shall furnish a certificate of insurance to the undersigned State representative prior to commencement of this agreement. All endorsements shall be provided as soon as practicable.

7) Failure to provide insurance as required in this agreement is a material breach of contract entitling the State to terminate this agreement immediately.

8) An updated, current certificate of insurance shall be provided in the event of any change to a policy.

WORKS FOR HIRE

CONTRACTOR acknowledges that all work(s) under this Contract is "work(s) for hire" within the meaning of the United States Copyright Act (Title 17 United States Code) and hereby assigns to STATE all rights and interests CONTRACTOR may have in the work(s) it prepares under this Contract, including any right to derivative use of the work(s). All software and related materials developed by CONTRACTOR in performance of this Contract for STATE shall be the sole property of STATE, and CONTRACTOR hereby assigns and transfers all its right, title, and interest therein to STATE. CONTRACTOR shall execute all necessary documents to enable STATE to protect STATE’s intellectual property rights under this section.

WORK PRODUCT

All work product, equipment or materials created for STATE or purchased by STATE under this Contract belong to STATE and must be immediately delivered to STATE at STATE's request upon termination of this Contract.

NOTICE

All notices or other communications required under this Contract must be given by email, registered or certified mail and are complete on the date postmarked when addressed to the Parties at the following addresses:

North Dakota Housing Finance Agency

PO Box 1535

Bismarck, ND 58502 hfaplan@nd.gov

Notice provided under this provision does not meet the notice requirements for monetary claims against the State found at N.D.C.C. § 32-12.2-04.

CONFIDENTIALITY

CONTRACTOR shall not use or disclose any information it receives from STATE under this Contract that STATE has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Contract or as authorized in advance by STATE. STATE shall not disclose any information it receives from CONTRACTOR that CONTRACTOR has previously identified as confidential and that STATE determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota public records law, N.D.C.C. ch. 44‑04. The duty of STATE and CONTRACTOR to maintain confidentiality of information under this section continues beyond the Term of this Contract.

COMPLIANCE WITH PUBLIC RECORDS LAWS

Under the North Dakota public records law and subject to the Confidentiality clause of this Contract, certain records may be open to the public upon request.

Public records may include: (a) records STATE receives from CONTRACTOR under this Contract, (b) records obtained by either Party under this Contract, and (c) records generated by either Party under this Contract.

CONTRACTOR agrees to contact STATE immediately upon receiving a request for information under the public records law and to comply with STATE’s instructions on how to respond to such request.

INDEPENDENT ENTITY

CONTRACTOR is an independent entity under this Contract and is not a STATE employee for any purpose, including the application of the Social Security Act, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the North Dakota Unemployment Compensation Law and the North Dakota Workforce Safety and Insurance Act. CONTRACTOR retains sole and absolute discretion in the manner and means of carrying out CONTRACTOR’s activities and responsibilities under this Contract, except to the extent specified in this Contract.

ASSIGNMENT AND SUBCONTRACTS

CONTRACTOR may not assign or otherwise transfer or delegate any right or duty without STATE’s express written consent, provided, however, that CONTRACTOR may assign its rights and obligations hereunder in the event of a change of control or sale of all or substantially all of its assets related to this Contract, whether by merger, reorganization, operation of law, or otherwise. Should Assignee be a business or entity with whom STATE is prohibited from conducting business, STATE shall have the right to terminate in accordance with the Termination for Cause section of this Contract.

CONTRACTOR may enter subcontracts provided that any subcontract acknowledges the binding nature of this Contract and incorporates this Contract, including any attachments. CONTRACTOR is solely responsible for the performance of any subcontractor with whom CONTRACTOR contracts. CONTRACTOR does not have authority to contract for or incur obligations on behalf of STATE.

SPOLIATION – PRESERVATION OF EVIDENCE

CONTRACTOR shall promptly notify STATE of all potential claims that arise or result from this Contract. CONTRACTOR shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and grants to STATE the opportunity to review and inspect such evidence, including the scene of an accident.

MERGER AND MODIFICATION, CONFLICT IN DOCUMENTS

This Contract, including the following documents, constitutes the entire agreement between the Parties. There are no understandings, agreements, or representations, oral or written, not specified within this Contract. This Contract may not be modified, supplemented or amended, in any manner, except by written agreement signed by both Parties.

Notwithstanding anything herein to the contrary, in the event of any inconsistency or conflict among the documents making up this Contract, the documents must control in this order of precedence:

SEVERABILITY

If any term of this Contract is declared to be illegal or unenforceable by a court having competent jurisdiction, the validity of the remaining terms is unaffected and, if possible, the rights and obligations of the Parties are to be construed and enforced as if this Contract did not contain that term.

APPLICABLE LAW AND VENUE

This Contract is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Contract must be adjudicated exclusively in the state District Court of Burleigh County, North Dakota. Each Party consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction or forum non conveniens.

ALTERNATIVE DISPUTE RESOLUTION – JURY TRIAL

By entering this Contract, STATE does not agree to binding arbitration, mediation, or any other form of mandatory Alternative Dispute Resolution. The Parties may enforce the rights and remedies in judicial proceedings. STATE does not waive any right to a jury trial.

ATTORNEY FEES

In the event a lawsuit is instituted by STATE to obtain performance due under this Contract, and STATE is the prevailing Party, CONTRACTOR shall, except when prohibited by N.D.C.C. § 28 26 04, pay STATE’s reasonable attorney fees and costs in connection with the lawsuit.

NONDISCRIMINATION AND COMPLIANCE WITH LAWS

CONTRACTOR agrees to comply with all applicable federal and state laws, rules, and policies, including those relating to nondiscrimination, accessibility and civil rights. (See N.D.C.C. Title 34 – Labor and Employment, specifically N.D.C.C. ch. 34-06.1 Equal Pay for Men and Women.)

CONTRACTOR agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes, unemployment compensation and workers' compensation premiums.

CONTRACTOR shall have and keep current all licenses and permits required by law during the Term of this Contract all licenses and permits required by law.

CONTRACTOR’s failure to comply with this section may be deemed a material breach by CONTRACTOR entitling STATE to terminate in accordance with the Termination for Cause section of this Contract.

STATE AUDIT

Pursuant to N.D.C.C. § 54-10-19, all records, regardless of physical form, and the accounting practices and procedures of CONTRACTOR relevant to this Contract are subject to examination by the North Dakota State Auditor, the Auditor’s designee, or Federal auditors, if required. CONTRACTOR shall maintain these records for at least three (3) years following completion of this Contract and be able to provide them upon reasonable notice. STATE, State Auditor, or Auditor’s designee shall provide reasonable notice to CONTRACTOR prior to conducting examination.

counterparts This Contract may be executed in multiple, identical counterparts, each of which is be deemed an original, and all of which taken together shall constitute one and the same contract.

EFFECTIVENESS OF CONTRACT

This Contract is not effective until fully executed by both Parties. If no start date is specified in the Term of Contract, the most recent date of the signatures of the Parties shall be deemed the Effective Date.

Acting through its Housing Finance Agency

Brandon Dettlaff

Executive Director