Exhibit 2- Example Contract.doc

MASTER SERVICE CONTRACT with WORK ORDERS

BID/RFP NUMBER AND TITLE

(Please note that this is an example contract and certain items may be subject to change upon contract execution with the Awarded Proposer)

This Contract is made as of August 22, 2024, by and between the City of Greeley, Colorado, hereinafter referred to as the CITY, and [ENTER SERVICE PROVIDER’S NAME] authorized to do business in the State of Colorado, hereinafter referred to as the SERVICE PROVIDER, whose address is [ENTER SERVICE PROVIDER’S MAIN ADDRESS].

In consideration of the mutual promises contained herein, the CITY and the SERVICE PROVIDER agree as follows:

ARTICLE 1 - SERVICES

A. This Master Service Contract shall constitute the contract between the parties for [Enter summary of services provided]. Each proposal in the form of Exhibit A Work Order Form, attached hereto, together with any exhibits shall define the scope of work for a particular assignment under this contract. Each Work Order Form shall specify the Project Description and Scope of Work.

B. The conditions set forth herein shall apply to all services performed by the SERVICE PROVIDER on behalf of the CITY and particularly described in Work Orders agreed upon in writing by the parties from time to time. Such Work Orders, incorporated herein by this reference, shall include a description of the services to be performed, the location and time for performance, the amount of payment, any materials to be supplied by the CITY and any other special circumstances relating to the performance of services. The only services authorized under this Contract are those that are performed after receipt of such Work Order, except in emergency circumstances where oral work requests may be issued. Oral requests for emergency actions will be confirmed by issuance of a written Work Order within two (2) working days. SERVICE PROVIDER shall be solely responsible for performance of all duties hereunder.

C. The CITY may at any time during the term of a particular Work Order and without invalidating such Work Order, make changes to the scope of the particular services. Such changes shall be agreed upon in writing by the parties by Change Order.

D. The CITY reserves the right to independently bid any services rather than issuing work to the SERVICE PROVIDER pursuant to this Contract. Nothing within this Contract shall obligate the CITY to have any particular service performed by the SERVICE PROVIDER.

E. The services to be performed pursuant to this Contract shall be initiated as specified by each written Work Order or oral emergency service request. Oral emergency service requests will be acted upon without waiting for a written Work Order. Time is of the essence.The services of the SERVICE PROVIDER shall be under the direction of the Project Manager who has been designated by the Director of [Enter Name of Department] to act as the CITY’S representative during the performance of this Contract.

ARTICLE 2 - SCHEDULE

This Contract shall be in force and effect for a period of _____ ( ) years commencing MM/DD/YYYY and ending MM/DD/YYYY, unless terminated sooner. In addition, at the option of the CITY, the Contract may be renewed for two (2) consecutive one (1) year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the SERVICE PROVIDER and sent no later than thirty (30) days prior to contract end.

ARTICLE 3 - PAYMENTS TO SERVICE PROVIDER

A. The CITY agrees to pay and the SERVICE PROVIDER agrees to accept as full payment for all work done and all materials furnished and for all costs and expenses incurred in performance of the work the sums set forth for the hourly labor rate and material costs, with markups, stated within the Bid Schedule Proposal Form, attached hereto as Exhibit B, consisting of the SERVICE PROVIDERs RFP Response, and incorporated herein by this reference. Payment shall be made by the CITY only upon acceptance of the work by the CITY and upon the SERVICE PROVIDER furnishing satisfactory evidence of payment of all wages, taxes, supplies and materials, and other costs incurred in connection with the performance of such work.

B. Invoices received from the SERVICE PROVIDER pursuant to this Contract will be reviewed and approved by the Project Manager, indicating that services have been rendered in conformity with the Contract and then will be sent to the Finance Department for payment.

C. Payment Terms shall be Net 30 Days from the date of the SERVICE PROVIDER’s invoice.

ARTICLE 4 - STANDARD OF CARE AND WARRANTY

A. SERVICE PROVIDER warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature.

B. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to CITY.

C. SERVICE PROVIDER warrants all equipment, materials, labor and other work, provided under this Agreement, except CITY-furnished materials, equipment and labor, against defects and nonconformance in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twenty-four (24) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by SERVICE PROVIDER or by any of its subcontractors of any tier. Upon receipt of written notice from CITY of any such defect or nonconformance, the affected item or part thereof shall be redesigned, repaired or replaced by SERVICE PROVIDER in a manner and at a time acceptable to CITY.

ARTICLE 5 - TRUTH-IN-NEGOTIATION CERTIFICATE

Signature of this Contract by the SERVICE PROVIDER shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this contract are accurate, complete, and current as of the date of this Contract.

The said rates and costs shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside SERVICE PROVIDERs. The CITY shall exercise its rights under this “Certificate” within one (1) year following final payment.

ARTICLE 6 - TERMINATION

This Contract may be terminated by the SERVICE PROVIDER upon 30 days' prior written notice to the CITY in the event of substantial failure by the CITY to perform in accordance with the terms of this Contract through no fault of the SERVICE PROVIDER. It may also be terminated by the CITY, with or without cause, immediately upon written notice to the SERVICE PROVIDER. Unless the SERVICE PROVIDER is in breach of this Contract, the SERVICE PROVIDER shall be paid for services rendered to the CITY'S satisfaction through the date of termination. After receipt of a Termination Notice and except as otherwise directed by the CITY the SERVICE PROVIDER shall:

A. Stop work on the date and to the extent specified.

B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work.

C. Transfer all work in process, completed work, and other material related to the terminated work to the CITY.

D. Continue and complete all parts of the work that have not been terminated.

The SERVICE PROVIDER shall be paid for services actually rendered to the date of termination.

ARTICLE 7 - PERSONNEL

The SERVICE PROVIDER represents that it has, or will, secure at its own expense all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the CITY.

All of the services required herein under shall be performed by the SERVICE PROVIDER or under its supervision, and all personnel engaged in performing the services shall be fully qualified and if required, authorized or permitted under state and local law to perform such services. Any changes or substitutions in the SERVICE PROVIDER'S key personnel, as may be listed in the proposal for the work, must be made known to the CITY'S representative and written approval granted by the CITY before said changes or substitutions can become effective.

The SERVICE PROVIDER declares that all services shall be performed by skilled and competent personnel to the level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

ARTICLE 8 - SUB-CONTRACTOR

The CITY reserves the right to accept the use of a SUB-CONTRACTOR or to reject the selection of a particular SUB-CONTRACTOR and to inspect all facilities of any SUB-CONTRACTOR in order to make a determination as to the capability of the SUB-CONTRACTOR to perform properly under this Contract. The contractor is encouraged to seek minority and women business enterprises for participation in SUB-CONTRACTING opportunities.

If a SUB-CONTRACTOR fails to perform or make progress, as required by this Contract, and it is necessary to replace SUB-CONTRACTOR to complete the work in a timely fashion, the contractor shall promptly do so, subject to acceptance of the new SUB-CONTRACTOR by the CITY.

ARTICLE 9 - FEDERAL AND STATE TAX

The CITY is exempt from payment of Colorado State Sales and Use Taxes. The CITY will sign an exemption certificate submitted by the SERVICE PROVIDER. The SERVICE PROVIDER shall not be exempted from paying sales tax to their suppliers for materials used to fulfill contractual obligations with the CITY, nor is the SERVICE PROVIDER authorized to use the CITY'S tax exemption number in securing such materials.

The SERVICE PROVIDER shall be responsible for payment of his/her own FICA and Social Security benefits with respect to this Contract.

ARTICLE 10 - AVAILABILITY OF FUNDS

When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the contract may be cancelled and the CITY shall reimburse the SERVICE PROVIDER for expenses incurred during the contract period.

ARTICLE 11 - INSURANCE

A. The SERVICE PROVIDER shall not commence work under this Agreement until he/she has obtained all insurance required under this paragraph and such insurance has been approved by the CITY.

B. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Colorado. The SERVICE PROVIDER shall furnish Certificates of Insurance to the CITY prior to the commencement of operations. The Certificates shall clearly indicate that the SERVICE PROVIDER has obtained insurance of the type, amount, and classification as required for strict compliance with this paragraph and that no material change or cancellation of the insurance shall be effective without ten (10) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the SERVICE PROVIDER of its liability and obligations under this Contract.

C. The SERVICE PROVIDER shall maintain, during the life of this Contract, professional liability insurance (errors and omissions) in the amount of $1,000,000 per occurrence to protect the SERVICE PROVIDER of claims for damages for negligent acts, errors or omissions in the performance of professional services under this Contract, whether such acts, errors or omissions be by the SERVICE PROVIDER or by anyone directly employed by or contracting with the SERVICE PROVIDER.

D. The SERVICE PROVIDER shall maintain, during the life of this Contract, comprehensive automobile liability insurance in the amounts of $1,000,000 combined single limit bodily injury and $50,000 property damage to protect the SERVICE PROVIDER from claims for damages for bodily injury, including wrongful death, as well as from claims for property damage, which may arise from the ownership, use, or maintenance of owned and non-owned automobiles, including rented automobiles whether such operations by the SERVICE PROVIDER or by any directly or indirectly employed by the SERVICE PROVIDER.

E. The SERVICE PROVIDER shall maintain, during the life of this Contract, adequate Workmen's Compensation Insurance and Employer's Liability Insurance in at least such amounts as are required by law for all of its employees performing work for the CITY pursuant to this Contract.

F. All insurance, other than Workmen's Compensation and Professional Liability, is to be maintained by the SERVICE PROVIDER shall specifically include the CITY as an "Additional Insured".

ARTICLE 12 - INDEMNIFICATION

The SERVICE PROVIDER shall indemnify and save harmless the CITY, its agents, servants, and employees from and against any and all claims, liability, demands, losses, and/or expenses resulting from any negligent act or omission of the SERVICE PROVIDER, its agents, servants, subcontractors, suppliers or employees in the performance of services under this Contract. Such duty to indemnify and save harmless the CITY shall be for an amount represented by the degree or percentage of negligence or fault attributable to the SERVICE PROVIDER its agents, servants, subcontractors, suppliers or employees. If the SERVICE PROVIDER is providing architectural, engineering, design, or surveying services, the obligation to indemnify and pay costs, expenses, and attorneys’ fees, is limited to the amount represented by the degree or percentage of negligence or fault attributable to the SERVICE PROVIDER, or the SERVICE PROVIDER’s agents, representatives, employees, servants, subcontractors, or suppliers as determined by adjudication, alternative dispute resolution, or otherwise resolved by mutual agreement between the SERVICE PROVIDER and the CITY. The SERVICE PROVIDER’s indemnification obligation shall not be construed to extend to any injury, loss, or damage caused by the CITY’s own negligence.

ARTICLE 13 - SUCCESSORS AND ASSIGNS

The CITY and the SERVICE PROVIDER each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators, and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the CITY nor the SERVICE PROVIDER shall assign, sublet, convey, or transfer its interest on this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CITY, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CITY and the SERVICE PROVIDER.

ARTICLE 14 – COLORADO LAW

This Contract shall be governed by the laws of the State of Colorado. Any and all legal action necessary to enforce the Contract will be held in Weld County and the contract will be interpreted according to the laws of Colorado. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

ARTICLE 15 - CONFLICT OF INTEREST

The SERVICE PROVIDER represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in Colorado Statutes and ordinances of the City of Greeley. The SERVICE PROVIDER further represents that no person having any interest shall be employed for said performance.

The SERVICE PROVIDER shall promptly notify the CITY in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance that may influence or appear to influence the SERVICE PROVIDER'S judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the SERVICE PROVIDER may undertake and request an opinion of the CITY as to whether the association, interest or circumstance would, in the opinion of the CITY, constitute a conflict of interest if entered into by the SERVICE PROVIDER. The CITY agrees to notify the SERVICE PROVIDER of its opinion by certified mail within 30 days of receipt of notification by the SERVICE PROVIDER. If, in the opinion of the CITY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the SERVICE PROVIDER, the CITY shall so state in the notification and the SERVICE PROVIDER shall, at his/her option, enter into said association, of interest with respect to services provided to the CITY by the SERVICE PROVIDER under the terms of this Contract.

ARTICLE 16 - EXCUSABLE DELAYS

The SERVICE PROVIDER shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the SERVICE PROVIDER'S control and without its fault or negligence. Such causes may include, but are not limited to acts of God, the CITY'S omissive and commissive failures, natural or public health emergencies, labor disputes, freight embargoes, and severe weather conditions. If failure to perform is caused by the failure of the SERVICE PROVIDER'S sub-SERVICE PROVIDER(s) to perform or make progress, and if such failure arises out of causes reasonably beyond the control of the SERVICE PROVIDER and its sub-SERVICE PROVIDER(s) and is without the fault or negligence of either of them, the SERVICE PROVIDER shall not be deemed to be in default.

Upon the SERVICE PROVIDER'S request, the CITY shall consider the facts and extent of any failure to perform the work and, if the SERVICE PROVIDER'S failure to perform was without its fault or negligence, the Contract Schedule and/or any other affected provision of this Contract shall be revised accordingly; subject to the CITY'S rights to change, terminate, or stop any or all of the work at any time.

ARTICLE 17 - ARREARS

The SERVICE PROVIDER shall not pledge the CITY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The SERVICE PROVIDER further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract.

ARTICLE 18 - DISCLOSURE AND OWNERSHIP OF DOCUMENTS

The SERVICE PROVIDER shall deliver to the CITY for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials prepared by and for the CITY under this Contract.

All written and oral information not in the public domain or not previously known, and all information and data obtained, developed, or supplied by the CITY or at its expense will be kept confidential by the SERVICE PROVIDER and will not be disclosed to any other party, directly or indirectly, without the CITY'S prior written consent unless required by a lawful order. All drawings, maps, sketches, and other data developed, or purchased, under this Contract or at the CITY'S expense shall be and remain the CITY'S property and may be reproduced and reused at the discretion of the CITY.

ARTICLE 19 - INDEPENDENT CONTRACTOR RELATIONSHIP

The SERVICE PROVIDER is, and shall be, in the performance of all work services and activities under this Contract, as Independent Consultant, and not an employee, agent, or servant of the CITY. All persons engaged in any of the work or services performed pursuant to this Contract shall at all times, and in all places, be subject to the SERVICE PROVIDER'S sole direction, supervision, and control. The SERVICE PROVIDER shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the SERVICE PROVIDER'S relationship and the relationship of its employees to the CITY shall be that of an independent SERVICE PROVIDER and not as employees or agents of the CITY.

The SERVICE PROVIDER does not have the power or authority to bind the CITY in any promise, agreement, or representation other than specifically provided for in this Contract.

ARTICLE 20 - CONTINGENT FEES

The SERVICE PROVIDER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the SERVICE PROVIDER to solicit or secure this Contract and that is has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the SERVICE PROVIDER, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract.

ARTICLE 21 - ACCESS AND AUDITS

The SERVICE PROVIDER shall maintain adequate records to justify all charges, expenses, and costs incurred in performing the work for at least three (3) years after completion of this Contract. The CITY shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the CITY'S cost, upon five (5) days written notice.

ARTICLE 22 - NONDISCRIMINATION

The SERVICE PROVIDER declares and represents that all of its employees are treated equally during employment without regard to race, color, religion, physical handicap, sex, age, or national origin.

ARTICLE 23 - SURVIVAL

All covenants, agreements, representations, and warranties made herein, or otherwise made in writing by any party pursuant hereto, including but not limited to any representations made herein relating to disclosure or ownership of documents, shall survive the execution and delivery of this Contract and the consummation of the transactions contemplated hereby.

ARTICLE 24 - AUTHORITY TO PRACTICE

The SERVICE PROVIDER hereby represents and declares that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner.

ARTICLE 25 - SEVERABILITY

If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the application of such terms or provision, to person or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law.

ARTICLE 26 - AMENDMENTS AND MODIFICATION

No amendment and/or modifications of this Contract shall be valid unless in writing and signed by each of the parties.

The CITY reserves the right to make changes in the work, including alterations, reductions therein or additions thereto. Upon receipt by the SERVICE PROVIDER of the CITY'S notification of a contemplated change, the SERVICE PROVIDER shall (1) if requested by CITY, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the CITY of any estimated change in the completion date, and (3) advise the CITY in writing if the contemplated change shall effect the SERVICE PROVIDER'S ability to meet the completion dates or schedules of this Contract.

If the CITY so instructs in writing, the SERVICE PROVIDER shall suspend work on that portion of the Work affected by a contemplated change, pending the CITY'S decision to proceed with the change.

If the CITY elects to make the change, the CITY shall issue a Contract Amendment or Change Order and the SERVICE PROVIDER shall not commence work on any such change until such written amendment or change order has been issued and signed by each of the parties.

ARTICLE 27 - COUNTERPARTS AND ELECTRONIC SIGNATURES

The Contract Documents may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. The Contract Documents, including all component parts set forth above, may be executed and delivered by electronic signature by any of the parties and all parties consent to the use of electronic signatures.

ARTICLE 28 - FORCE MAJEURE

To the extent that either party is not able to perform an obligation under this Agreement due to fire; flood; acts of God; severe weather conditions; strikes or labor disputes; war or other violence; acts of terrorism; plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions; act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, or other cause beyond that Party’s reasonable control, that Party may be excused from such performance so long as such Party provides the other Party with prompt written notice describing the condition and takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed.

ARTICLE 29 - NOTICE

All notices required in this Contract shall be sent by certified mail, return receipt requested, and if sent to the CITY shall be mailed to:

THE CITY OF GREELEY:

SERVICE PROVIDER:

The City of Greeley

Service Provider Name

Department/Division Name

Division/Department Name (if applicable)

Department Contact Name

Contact Name

Street Address

Street Address #1

Greeley, CO 80631

CITY, State, Zip Code

Email:

Email:

Phone:

Phone:

ARTICLE 30 - ENTIRETY OF CONTRACTUAL AGREEMENT

The CITY and the SERVICE PROVIDER agree that this Contract sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms, and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto.

IN WITNESS WHEREOF, the parties have made and executed this Contract and have hereunto set his/her hand the day and year above written.

EXECUTED:

SERVICE PROVIDER:

The City of Greeley Approved as to Substance

Signed:

Signed:

Name:

Name:

Title:

Title:

Date:

Date:

ENDORSED:

The City of Greeley Approved as to Legal Form

Signed:

Name:

Title:

Date:

ENDORSED:

The City of Greeley Certification of Contract Funds Availability

Signed:

Name:

Title:

Date:

EXHIBIT A - WORK ORDER FORM

PURSUANT TO A MASTER SERVICE CONTRACT BETWEEN THE CITY OF GREELEY

and [ENTER SERVICE PROVIDER’S NAME] Work Order Number:

[Enter Number] Project Title:

[Enter Project Title] Bid/RFP Number & Name:

[Enter Bid / RFP # & Name] Master Contract Effective Date:

[Enter Date] Owner’s Representative:

[Enter CITY’s Contact] Work Order Commencement Date:

[Enter Date] Work Order Completion Date:

[Enter Date] Maximum Fee (time and reimbursable direct costs):

[Enter $] Description/Scope Of Work:

[Enter Descritpion of Services] SERVICE PROVIDER agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Master Services Contract between the parties. In the event of a conflict between or ambiguity in the terms of the Master Contract and this Work Order (including the attached forms) the Master Contract shall control.

The attached forms are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document.

EXECUTED:

SERVICE PROVIDER:

The City of Greeley Approved as to Substance

Signed:

Signed:

Name:

Name:

Title:

Title:

Date:

Date:

ENDORSED:

The City of Greeley Approved as to Legal Form

Signed:

Name:

Title:

Date:

ENDORSED:

The City of Greeley Certification of Contract Funds Availability

Signed:

Name:

Title:

Date:

5/98

AGREEMENT

Master Contract

FXX-XX-XXX

8/22/2024