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Draft D2: 07.21.2026

CONTRACT No. 2026-XX

BETWEEN

THE HOUSING AUTHORITY OF THE COUNTY OF MARIN

AND

(VENDOR)

This contract between the Housing Authority of the County of Marin (referred to as "Marin Housing Authority" or "MHA") and (XXX) (referred to as "Contractor") outlines the terms under which the Contractor will provide on-call unit-cleaning services for various MHA properties under an Indefinite Delivery, Indefinite Quantity (IDIQ) structure.

1. DESCRIPTION OF SERVICES

Contractor will furnish all labor, supervision, equipment, transportation, cleaning products, tools, PPE, and materials necessary to perform residential cleaning services on an as-needed basis, including services requested in occupied and vacant dwelling units.

Services will be performed in accordance with the Scope of Work attached as Exhibit III and individual Purchase Orders issued by MHA.

B. Licenses and permits Contractor warrants that it possesses all licenses, registrations, permits, and business authorizations required to perform the services described in this Agreement and will maintain them throughout the Contract term.

C. Additional Services Contractor will not perform any additional services or incur additional expenses outside of this Contract, without MHA’s express written consent in the form of an amendment to this Contract.

2. CONTRACT TERM AND RENEWAL

A. The contract begins on the date of the final signature below (Effective Date) and remains valid for 1 year unless terminated earlier pursuant to Section 7 below (“Initial Term”).

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B. MHA may extend the term of this contract via one additional 1- year extension but must exercise the option to extend by providing Contractor written notice no later than thirty

(30) calendar days prior to the expiration date of the Initial/existing Term. Failure to provide that notice may result in the automatic expiration of this Contract at the end of the initial term

3. COMPENSATION AND PAYMENT

A. MHA will pay Contractor the rate structure: per unit/hourly/fixed amount as specified in Contractor’s Pricing Sheet attached as Exhibit “(iv)”.

B. No work is authorized under this Contract unless MHA issues a written Work Order or Purchase Order (PO). Each Work Order/PO will:

• Specify the scope of services to be performed;

• Identify the not-to-exceed amount applicable to that specific task;

• Control the specific services, location, priority level, pricing method, and completion schedule for each assignment.

• Incorporate the applicable pre-negotiated rates or pricing; and

• Include an expected timeline or deadline for completion.

Contractor will maintain daily time records for all work billed on an hourly basis. Time records will identify the employee, date, hours worked, location, and a brief description of the work performed.

The Contractor is not entitled to compensation for any work performed outside the scope or timeline of a valid Work Order/PO. The cumulative value of all Work Orders/POs issued under this Contract will not exceed the Total Not-to-Exceed Amount stated in

Section 3(B), unless amended in writing. Contractor must monitor expenditures under each Work Order/PO and notify MHA in writing if costs are approaching the Not-toExceed amount. No additional work will be performed or charges incurred beyond the authorized limits without MHA’s prior written approval via an amended Work Order or PO.

C. The total compensation MHA will pay Contractor during the Initial Term will not exceed $XX,000.00 (Initial Not to Exceed Amount), including all costs and expenses. If MHA exercises the extension period(s), the total compensation for the entire term will not exceed $XX,000.00 (the Total Not to Exceed Amount). MHA is not responsible for any fees

M H A / X X X , X X , P a g e 3 | 18 or costs beyond the contracted Not to Exceed amounts unless agreed to by MHA in advance, in writing, as an official Change Order.

D. Cost Control: Contractor must monitor and manage costs to ensure expenditures remains within the Not-to-Exceed Amounts. IF costs approach the Not-to-Exceed amounts, Contractor must notify MHA in writing, in a timely manner, before additional costs are incurred

E. Change Order: Contractor must submit a written Change Order request to MHA which details (1) the reason for the change, (2) the scope of additional work, (3) the associated costs, and (4) the impact on the project schedule, if any. MHA must review and approve in writing the Change Order request before any work exceeding the Not-to- Exceed Amount is performed

F. Contractor must provide MHA with detailed, itemized invoices for all services performed, including:

i. Invoice number and issue date

ii. Detailed descriptions of services performed

iii. Dates of delivery and/or service

iv. Unit pricing and total charges

v. Applicable taxes and fees (if any)

vi. Total amount due

vii. Payment terms and due date

G. MHA will pay within 30 days of receiving a proper invoice, provided services meet all contractual requirements.

H. At MHA’s request Contractor agrees to provide supporting documentation for all charges included in the invoice. This may include, but is not limited to, time sheets for services performed on a time-and-materials basis, receipts, or other proof of performance. For services billed on a time-and-materials or hourly basis, Contractor must maintain accurate and contemporaneous timesheets documenting the actual hours

M H A / X X X , X X , P a g e 4 | 18 worked by each employee or subcontractor. Timesheets must include the date, name of the individual performing the work, a brief description of the task performed, and the hours worked.

I. Contractor must submit these timesheets along with each invoice that includes hourly charges. MHA may withhold payment for charges not supported by proper documentation. Timesheets must be signed by the employee and reviewed or certified by a supervisor or responsible company officer.

J. If Contractor fails to provide detailed, itemized invoices, MHA may withhold payment until Contractor complies with the invoice requirements.

K. Payment is also subject to MHA’s acceptance of services performed as meeting the specifications and standards outlined in this Contract.

L. If an invoice is incorrect or disputed, MHA will notify Contractor in writing, and Contractor must correct and resubmit the invoice within 15 days.

M. MHA's payment obligation does not extend beyond the fiscal year ending June 30, unless funding is available and allocated.

N. MHA will not pay or withhold payroll or employment taxes on behalf of Contractor, nor will MHA ever treat Contractor as an employee. Contractor agrees it is Contractor's sole responsibility to pay all taxes required by law, including self-employment social security tax. MHA will issue an IRS 1099 Form, or other appropriate tax reporting documents, to Contractor for the Contract Services.

4. SUBCONTRACT(S) FOR WORK/SERVICES

Contractor will not subcontract any portion of the work or services under this Contract without MHA’s prior written approval. This includes entering into agreements with independent contractors (e.g., 1099 personnel) or other third parties to perform any part of the scope of work.

However, MHA’s prior approval is not required for the Contractor’s direct employees (e.g., W-2 staff) or for individuals identified in this Contract as assigned personnel. Contractor remains fully responsible for the work and conduct of all subcontractors and personnel performing under this Contract.

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5. SERVICE CONTRACT ACT

For all service contracts in excess of $2,500, whose principal purpose of which is to furnish services through the use of “service employees”, both Parties hereby agree to comply with the Service Contract Act, as amended (41 U.S.C. 6701, et seq.), the applicable provisions of the Fair Labor Standards Act of 1938, as amended (29 U.S.C. 201, et seq.), and related Secretary of Labor regulations and instructions (29 CFR Parts 4, 6, 8, and 1925).

6. INSPECTION OF SERVICES

Contractor will perform all services in a professional and workmanlike manner consistent with generally accepted commercial residential cleaning standards. MHA may regularly inspect all work done under this contract, including services provided or products delivered. Contractor must work with MHA's representative to ensure that all work meets the contract requirements.

Contractor must correct, at no cost to MHA, any service or product that fails to meet the contract terms.

If Contractor cannot or will not correct the work to meet the contract requirements, MHA may:

i. Ask Contractor to immediately take necessary actions to meet the contract standards in the future; and/or

ii. If appropriate, reduce the payment to Contractor to reflect the lower value of the services or products provided. Additionally, MHA can end the contract if Contractor fails to meet the contract standards, and also recover any costs incurred due to this failure.

Contractor must implement and maintain effective self-monitoring procedures to ensure compliance with the contract. MHA representatives may check, evaluate, or review Contractor’s work performance at any time, provided that reasonable notice is given to Contractor.

MHA may reject any services that do not comply with the Scope of Work or Minimum Cleaning Standards. Contractor will promptly correct deficient work at no additional cost to MHA.

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7. COMPLIANCE WITH FEDERAL and STATE LAWS and HUD REGULATIONS

Contractor shall comply with all applicable federal, state, and local laws and regulations governing the performance of the services under this Contract, including applicable labor, employment, environmental, health, and safety requirements.

8. INDEMNIFICATION

Contractor will indemnify and hold MHA harmless, including its directors, officers, Board of Commissioners, officials, employees, and agents (collectively, “Indemnitees”), from any liability arising from Contractor’s acts, omissions, or services related to this Contract. This includes liabilities related to property damage, bodily injury, death (including MHA employees), or other damages connected with Contractor’s performance under this Contract.

Contractor will cover all costs, including attorney fees and investigation expenses, to defend the Indemnitees in any claims or legal actions resulting from such incidents. Contractor may, at its own expense, choose its own legal counsel and manage any claim settlements without MHA’s prior approval, provided any settlements do not affect Contractor’s obligation to indemnify the Indemnitees as described.

The insurance requirements specified in this Contract do not limit Contractor’s obligations to indemnify the Indemnitees. Acceptance of any insurance policies or certificates by MHA does not waive any rights MHA has against Contractor under this Contract.

Contractor’s obligations to indemnify, hold harmless, and defend the Indemnitees will remain in effect even after this Contract has ended.

9. INSURANCE REQUIREMENTS

Contractor must maintain the following insurance coverage throughout the contract. For the “Insurance Requirements” Section only, “MHA” refers to the Housing Authority of the County of Marin, its directors, officers, Board of Commissioners, employees, elected or appointed officials, agents or representatives as Additional Insureds. Proof of insurance must be submitted before work begins, and failure to maintain coverage may result in contract termination.

10. COMMERCIAL GENERAL LIABILITY INSURANCE

i. Minimum coverage: $1,000,000 per occurrence and $2,000,000 aggregate.

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ii. Must cover bodily injury, property damage, personal injury, and contractual liability. iii. MHA must be named as an Additional Insured on the policy. iv. waiver of subrogation in favor of MHA must be included.

11. WORKERS’ COMPENSATION INSURANCE

i. Must meet California statutory requirements (“Coverage A”).

ii. Includes Employers’ Liability coverage of at least $1,000,000 per accident (“Coverage B”), including Occupational Disease.

iii. A waiver of subrogation in favor of MHA must be included.

12. COMMERCIAL VEHICLE LIABILITY INSURANCE

i. Coverage of at least $1,000,000 per accident for owned, hired, and non-owned vehicles.

ii. MHA must be named as an Additional Insured on the policy.

13. PROFESSIONAL LIABILITY INSURANCE (IF APPLICABLE)

i. Minimum coverage of $1,000,000 per occurrence and $2,000,000 aggregate. ii.

Covers errors, omissions, and negligence in professional services.

iii. If policy is claims-made, coverage must extend for three years after contract completion or include tail coverage.

14. CYBER LIABILITY INSURANCE (IF HANDLING SENSITIVE DATA OR IT

SERVICES)

i. Minimum coverage of $1,000,000 per occurrence and $2,000,000 aggregate. ii.

Covers data breaches, cyber-attacks, privacy liability, and regulatory fines.

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15. GENERAL INSURANCE TERMS

i. Insurance providers must be licensed in California and have a minimum A.M. Best rating of

A:VIII.

ii. Contractor’s insurance carrier(s) must directly furnish MHA with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and, 2) if requested to do so orally or in writing by MHA’s Procurement Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect.

iii. Contractor’s insurance will be considered primary coverage. MHA's insurance, deductibles, self-insured retentions, or programs will not contribute to any claims.

iv. MHA reserves the right to adjust the insurance types and coverage limits during the contract or any extensions, particularly if there are significant changes in the scope of services, equipment used, or if the contract term exceeds two years.

v. Contractor must ensure that all subcontractors at every tier meet the same insurance requirements.

vi. These insurance requirements may be met with a program(s) of self- insurance approved by MHA.

vii. Insurers must provide MHA with a 30-day advance notice of any policy cancellations or significant changes.

viii. Contractor’s insurance must provide primary and non-contributory coverage over any of MHA’s insurance policies.

ix. Contractor is required to notify MHA promptly of any incidents or potential claims related to this Contract.

16. GENERAL

i. Contractor will not provide services or products subject to any chattel mortgage, under a conditional sales contract, or other agreement by which an interest is retained by a third

M H A / X X X , X X , P a g e 9 | 18 party. Contractor warrants it has good title to all materials or products used by Contractor or provided to MHA pursuant to this Contract, free from all liens, claims or encumbrances.

Contractor will comply with all applicable Federal, State and local laws and regulations, in connection with performance of the services set forth in this Contract, as well as all applicable MHA policies and procedures. If there is a conflict between the various laws or regulations that may apply, Contractor will comply with the more restrictive law or regulation.

ii. Contractor will be liable for any damage caused by Contractor to any MHA properties during Contractor’s performance of the services or authorized extra work, and the damage will be repaired at Contractor' s sole expense.

iii. Contractor warrants that Contractor is registered to do business in the State of California with the California Secretary of State.

iv. Contractor acknowledges that MHA may enter into agreements with other contractor or consultants for services like the services that are the subject of this Contract or may have its own employees perform services similar to the services contemplated by this Contract.

v. Without limiting Contractor's hold harmless, indemnification and insurance obligations set forth herein, in the event any claim or action is brought against MHA relating to Contractor's performance or services rendered under this Contract, Contractor will render any reasonable assistance and cooperation which MHA will require.

17. TERMINATION OF CONTRACT

A. Termination Without Cause

MHA may terminate this contract at any time without cause by providing written notice to Contractor. The notice will specify the extent and effective date of termination.

B. Termination For Cause

MHA may terminate the contract for cause if Contractor fails to comply with the terms, fails to make sufficient progress, or endangers the performance of the contract. If Contractor does not remedy the failure immediately, MHA may continue the work as deemed appropriate.

C. Obligations Upon Receipt of Termination Notice

a. Upon receiving a termination notice, Contractor must:

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i. Cease all work under the contract from the specified date of termination.

ii. Transfer and deliver to MHA any data, reports, or materials related to the contract, whether completed or in progress, as directed by MHA.

b. MHA will only pay for the work completed and accepted up to the date of termination.

D. Consequences of Termination

a. Contractor's rights under the contract, except for accrued fees prior to termination, will cease if Contractor is found to be dishonest, breaches the contract materially, or is unable or unwilling to perform the contract terms.

b. If termination is due to Contractor's default, MHA may take over the work and complete it by contract or otherwise. Contractor will be liable for any additional costs incurred by MHA to revise and complete the work.

c. After terminating services, MHA may meet with Contractor to discuss possible actions Contractor can take to fulfill the contract requirements. MHA may adjust the contract terms, including price, which, if agreed in writing, will become binding.

E. Rights and Remedies

The rights and remedies provided to MHA in this section are in addition to any others available under law, equity, or elsewhere in the contract.

18. CONFLICT OF INTEREST

Contractor declares it currently holds no interests, such as other projects or contracts, that could conflict with its performance under this Contract. Contractor also ensures it will not acquire any such conflicting interests during the term of this Contract and will not hire or retain any subcontractor who has such interests. Contractor agrees to promptly disclose in writing to MHA any interests that may arise and could be seen as conflicting with MHA's interests.

Furthermore, Contractor must not accept or offer any gratuities, favors, or special considerations under circumstances that could be perceived as attempts to influence MHA employees or other parties involved in this Contract. This includes not providing gifts, entertainment, or favors to MHA employees or their associates.

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19. ASSIGNMENT

Contractor may not delegate or assign this Contract, or any part of it, without the prior written consent of MHA. Any attempt by Contractor to assign this Contract without MHA's written approval will be considered void and without effect.

20. NON-DISCRIMINATION

Contractor agrees not to discriminate in the provision of services, allocation of benefits, facility accommodations, or in employment practices based on ethnic group identification, race, age, religious creed, color, national origin, ancestry, disability (including HIV or AIDS status), medical condition, sexual orientation, marital or domestic partner status, sex, or gender identity during the performance of this Contract. Contractor will comply with all relevant laws, including the California Fair Employment Practices Act, the Federal Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and any other applicable regulations.

21. ELIGIBILITY

Services and benefits will be provided by Contractor to individuals without reference to ethnic group identification, race, age, religious creed, color, national origin, ancestry, disability, sexual orientation, marital or domestic partner status, sex or gender identity.

22. RECORDS AND DOCUMENTS

Contractor and any sub-consultants or subcontractors will grant access to work areas and all pertinent documents and records to authorized federal, state, and MHA officials, or their representatives, for the purpose of conducting audits, examinations, and other related reviews.

These records must be maintained according to generally accepted accounting principles and kept current. Furthermore, all records must be retained as stipulated by law and, at a minimum, for seven years beyond the termination of the contract, regardless of any shorter retention periods specified elsewhere.

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23. NON-CONFORMING PAYMENTS

If MHA finds that a payment to Contractor does not meet the terms of this Contract and is therefore disallowed, Contractor must promptly refund the disallowed amount to MHA when requested. Alternatively, MHA may offset the disallowed amount against any future payments due to Contractor. NO PARTIAL DELIVERY OF SERVICES: Contractor will not provide partial delivery or shipment of services or products unless specifically stated in the Contract.

24. LABOR STANDARDS AND COMPLIANCE

a. Federal Requirements (Applicable to Group A Properties Only)

Contractor shall comply with all applicable federal, state, and local labor laws governing the services performed under this Contract.

For work performed at HUD-funded properties, Contractor shall also comply with any labor standards specifically required by HUD or other applicable federal law for the funding source associated with the applicable Purchase Order.

For work performed at non-HUD-funded properties, Contractor shall comply with all applicable California labor laws.

25. WAIVER

Any waiver by MHA of a breach of any term of this Contract does not constitute a waiver of any subsequent breach of the same or any other term. MHA's failure to enforce any term of this Contract will not alter the terms of the contract or prevent MHA from enforcing any terms at a later date.

26. CONFIDENTIALITY

Contractor must protect MHA’s confidential information and may not use MHA’s name or logo for marketing without written approval.

27. DISPUTES AND LEGAL MATTERS

i. This contract is governed by California law.

ii. Legal disputes will be handled in Marin County, California.

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28. MARKETING AND LOGO USE

During the term of this Contract, Contractor is prohibited from using or displaying MHA’s logos and trade names, or discussing this Contract for marketing, advertising, or promotional purposes.

This includes use on Contractor's or any third-party websites, marketing materials, publications, or any other forms of communication, without the express prior written consent of MHA. Any violation of this provision will be considered a material breach of this Contract.

29. TRAVEL

Travel explicitly authorized in writing by MHA under this contract will be reimbursed at reasonable costs not exceeding the per diem rates for Marin County, CA, as established by the U.S. General Services Administration (GSA) for the period of travel.

These rates apply to the lower 48 continental United States and the District of Columbia and can be found on the GSA website at gsa.gov. Contractor may charge a daily per diem for services performed at MHA offices, provided that the rate (i) does not exceed the GSA-approved amount per day, and (ii) does not increase the contracted amount for the initial or extension terms.

30. ADDITIONAL FEDERAL REQUIREMENTS

Contractor, including its sub-consultants and sub-contractors, must comply with all applicable federal, state, and local laws and regulations, including, but not limited to, the following:

A. Equal Employment Opportunity: Comply with Executive Order 11246 and amendments, ensuring non-discrimination in employment on the basis of race, color, religion, sex, or national origin, and take affirmative action as detailed in Department of Labor regulations.

B. Contractor agrees to make best efforts to provide economic opportunities to Section 3 Workers – low- or very low-income individuals residing in the service area or neighborhood of the project; and Section 3 Business Concerns – businesses that are at least 51% owned or controlled by low- or very low-income persons, employ such persons, or subcontract with such businesses.

C. Copeland "Anti-Kickback" Act: Adhere to the Act as outlined in Department of Labor regulations, prohibiting inducements to forego fair compensation.

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D. Contract Work Hours and Safety Standards Act: For contracts exceeding $2,000 for construction and $2,500 for other contracts, pay wages based on a standard 40-hour work week, with overtime compensated at a rate of 1.5 times the basic rate for hours worked beyond 40 in a week.

E. Rights to Inventions and Data: Ensure that any inventions or data produced under contracts for experimental, developmental, or research work provide for the rights of the federal government and the recipient in accordance with federal regulations.

F. Environmental Compliance: For contracts over $100,000, comply with the Clean Air Act and the Federal Water Pollution Control Act, with violations reported to HUD and the EPA.

G. Byrd Anti-Lobbying Amendment: For bids or applications of $100,000 or more, comply with lobbying restrictions and disclose any non-federal lobbying efforts.

H. Debarment and Suspension: Ensure no contracts are awarded to parties listed on the General Services Administration's exclusion lists in accordance with executive orders and regulations.

I. Drug-Free Workplace Requirements: Comply with the Drug-Free Workplace Act, maintaining a drug-free workplace in accordance with HUD rules.

J. Federal Employee Benefit Clause: No member or delegate to Congress will benefit from this contract.

K. Energy Efficiency: Comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

L. Compliance with these requirements is mandatory, and any violation may result in penalties or termination of the contract.

31. NOTICES

Any notice or other communication required under this contract may be given in any of the following ways:

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i. Delivered in person; ii. Sent by registered or certified U.S. mail with return receipt

(postage prepaid); iii. Sent by a recognized commercial overnight delivery service that provides tracking; or

iv. Sent by email, as long as the sender keeps proof that the email was successfully sent (such as a confirmation, read receipt, or reply).

Notices should be sent to the mailing or email addresses listed below (or to any updated address the parties provide in writing). A notice will be considered received:

i. when delivered in person; ii. two business days after it is mailed by registered or certified mail; iii. the next business day after being sent by overnight service; or iv. on the day it is emailed, provided there’s no error or failure message.

MHA:

Tonia Lediju, PhD, Executive Director Chris Barta, Procurement Officer Marin Housing Authority, cbarta@marinhousing.org or 4020 Civic Center Drive, San Rafael, CA 94903.

Contractor:

XX

Click or tap here to enter text.

32. HUD REQUIREMENTS (Applicable to Group A Properties Only)

For services performed at Group A (HUD-funded) properties, Contractor shall comply with all applicable federal requirements governing the funding source for the applicable Purchase Order, including HUD Form 5370-C, Part II – General Conditions for Non-Construction Contracts (Maintenance Work), which is attached as Exhibit D and incorporated herein by reference.

If HUD or another authorized federal agency subsequently determines that additional federally required contract clauses, labor standards, certifications, or wage determinations are applicable

M H A / X X X , X X , P a g e 16 | 18 to this Contract or to a specific Purchase Order, such requirements shall be incorporated into the Contract or applicable Purchase Order upon written notice from MHA, to the extent required by law. If implementation of such requirements requires an adjustment to the Contract Price, such adjustment shall be made only to the extent required by applicable law.

These federal requirements apply only to services performed at HUD-funded (Group A) properties and do not apply to services performed at Group B (non-HUD-funded) properties unless specifically required by the applicable funding source or identified in the applicable Purchase Order.

33. ENTIRE CONTRACT

This Contract, including any attachments or exhibits, constitutes the entire Contract of the Parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. In the event of any conflict between this Contract and any other written agreement or acknowledgement, the terms of this Contract will prevail.

This Contract may be changed or modified only by a written amendment signed by authorized representatives of both Parties.

C O N T R A C T N o . 2 0 2 6 -

34. SIGNATURES “MHA”

HOUSING AUTHORITY OF THE COUNTY OF MARIN,

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By:

xx

Date Signed:

“Contractor” xx

By: ______________________________________________________________________

Date Signed:

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35. EXHIBITS; ORDER OF PRECEDENCE

The following documents are attached to and incorporated into this Contract by reference:

Exhibit A – Informal Invitation for Bids (IFB No. 2026-XX), including all addenda issued by MHA

Exhibit B – Scope of Work / Technical Specifications

Exhibit C – Contractor's Bid Submission and Pricing Schedule

Exhibit D – HUD Form 5370-C, Part II – General Conditions for Non-Construction Contracts (applicable to HUD-funded properties only)

In the event of any conflict or inconsistency among the Contract Documents, the following order of precedence will apply:

1. This Contract, including any executed amendments;

2. HUD Form 5370-C, Part II, where applicable to HUD-funded properties and where federal requirements supersede local contract provisions;

3. Exhibit B – Scope of Work / Technical Specifications;

4. Exhibit A – Informal Invitation for Bids, including any issued addenda;

5. Exhibit C – Contractor's Bid Submission and Pricing Schedule.

If a conflict exists between pricing and the Scope of Work, the Scope of Work will govern the services to be performed, and the Contractor's Pricing Schedule will govern compensation for those authorized services. In the event of a conflict between this Contract and the Contractor's standard terms, quotations, invoices, or other documents, this Contract will control unless expressly modified by a written amendment executed by both parties.