These are the terms and conditions (“Terms”) that govern the relationship between you, our customer (referred to as “you” in these terms) and U.S. Housing Consultants, LLC (“USHC”) for the provision of services by USHC. These Terms are subject to change without prior notice, except that the Terms in force at the time you engage our services will govern the engagement in question.
USHC provides consulting services relating to compliance and best operational practices for projects financed by the Department of Housing and Urban Development (HUD) (both Public and Indian Housing and Multifamily Housing), Low-Income Housing Tax Credits (IRS Section 42), HOME Funds, and USDA Rural Development. These Terms apply to any offer and agreement between you and USHC, and to the provision of any service to you by or on behalf of USHC.
The fees for USHC’s services will be specified by USHC in writing from time to time. You are responsible for paying all fees and expenses incurred by USHC on your behalf prior to the expiration or termination of your engagement with USHC in accordance with these Terms.
USHC will issue invoices either (i) at the end of each phase of an engagement or (ii) monthly, as applicable, for fees and expenses incurred. Payment for each invoice is due within 30 days of the date USHC issues the invoice. Invoices not paid within 60 days of issuance will incur interest at a rate of 10% per annum. You will reimburse USHC’s collection costs (including reasonable attorneys’ fees) in the event you do not timely pay our invoices.
If USHC requests a retainer for any engagement, the retainer will be applied to the final invoice issued for such engagement. USHC will evaluate its fees on an annual basis and may adjust its fees annually to account for changes with comparable market rates.
During the term of your engagement with USHC, and for a period of one (1) year following its expiration or termination in accordance with these Terms, neither you nor USHC will employ or solicit for employment directly or indirectly, without the other’s prior written consent, any individual employed by the other (whether as an employee or as an independent contractor); provided, that both you and USHC may make general solicitations for employment not specifically targeted at any employee of the other. If either you or USHC breaches this provision, within thirty (30) calendar days of hiring an employee of the non-breaching party, the breaching party shall pay to the non-breaching party a sum equal to 25% of the hired employee’s annual salary immediately prior to the termination of his or her employment with the non-breaching party.
In the event that a low-income housing tax credit (LIHTC), USDA Rural Development (RD 515), any State Agency Funding Program, or HUD (Multifamily or Public and Indian Housing) audit results in (i) recapture, (ii) civil monetary penalties, or (iii) forfeiture of HUD or USDA/RD subsidies or other funds (the events in clauses, or (iv) payment or other non-monetary costs required to entice a resident to vacate a unit to correct non-compliance at the initial certification of a LIHTC Unit (i)-(iv), each a “Non-Compliance Event”) with respect to a resident file reviewed and approved by USHC, USHC will prepare an appeal of the Non-Compliance Event free of charge.
You may terminate your engagement with USHC at any time, with or without cause, upon written notice of termination from you to USHC. Such termination will be effective upon USHC’s receipt of your termination notice. USHC may terminate our engagement with you at any time if (i) you fail to materially cooperate with USHC personnel or follow professional advice from USHC personnel, (ii) a conflict of interest arises or is discovered, or (iii) there exists any fact or circumstance that would, in USHC’s sole determination, render USHC’s continued engagement by you unlawful, unethical, or otherwise inappropriate. In the event USHC elects to terminate its engagement with you, USHC will take all steps reasonably necessary to wind down and ensure an orderly transition of any work-in-process. You will be responsible for any fees and costs incurred by USHC in connection with such wind-down and transition services.
USHC conducts file reviews based on its interpretation of the requirements found in the HUD Handbook 4350.3, a Housing Authority’s Admission and Continued Occupancy Policy, Low-Income Tax Credit 8823 Audit Guide, HOME Guidebook, USDA Rural Development Handbook 3560, or state low-income housing tax credit compliance manuals and extended use agreements, as applicable. You should not rely solely on USHC to determine if your project and its records are in compliance with applicable laws and regulations. USHC recommends that you consult with an accountant and/or attorney as to the specific requirements of the low-income tax credit and HOME program regulations in order to ensure compliance with such requirements.
You should follow applicable state guidelines to determine what (if any) additional forms must be submitted and in what order. Check our compliance web portal available here monthly for updates on each state’s specific filing requirements.
Limitation of Liability
In no event shall USHC be liable for your non-compliance with applicable laws and regulations. To the maximum extent permitted by law, USHC shall not be liable for any indirect, consequential, special, or punitive damages arising out of or related to your engagement with USHC or any information you obtain from this website. USHC’s liability with respect to such Non-Compliance Event shall not exceed the extent of USHC’s available insurance coverage.
USHC will not be responsible in any respect for any loss, damage, or delay caused by events that USHC does not or cannot control including, without limitation, acts of God, weather conditions, acts of public enemies, war, strikes, civil unrest, or acts or omissions of public or government authorities.
In any event, USHC’s liability to you, whether under contract, tort, or otherwise, shall not exceed three (3) times the fees charged by USHC to you in the immediately preceding twelve (12) month period. Nothing in these Terms excludes and/or limits USHC’s liability for (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation, or (iii) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
These Terms and any document expressly referred to therein, shall constitute the whole agreement between us and shall supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any contract. If any provision of these Terms does not comply with any law, then the provision must be read down so as to give it as much effect as possible. If it is not possible to give the provision any effect at all, then it must be treated as severable from the rest of the Terms. Where USHC is unable to carry out any obligation under the contract due to any circumstance, matter or thing beyond its reasonable control (“force majeure”) USHC shall be excused from such obligations to the extent of such prevention, restriction or interference so caused. USHC may subcontract all or part of its obligations or assign all or part of its rights under these Terms. This agreement does not create any right enforceable by a person who is not a party to it, except for any lawful successor or assignee. Any dispute arising under this agreement shall be governed by regulations of the Federal Trade Commission and both parties agree and consent to submit to the exclusive jurisdiction and venue of the state and federal courts of the State of New Hampshire.