Services Contract (HVAC) 2026.docx - Google Docs.pdf

CONTRACT FOR SERVICES

THISCONTRACTFORSERVICES(this“Contract”),effectiveasof_____________,2026,by and between the Village of Friendship Heights, a quasi-municipal corporation and a special taxing district organized and existing under thelawsofMaryland,hereinafterreferredtoasthe“Village,”and _________________, a _________________corporation, hereinafter referred to as the “Contractor,” having an address at _________________________________________.

WITNESSETH:

WHEREAS, the Village desires to retainacontractortoprovideHVACmaintenanceservices;

and

WHEREAS,theVillagedesirestoretaintheservicesoftheContractortoperformsaidservicesin accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and promises hereinafter set forth,the parties hereto agree as follows:

1. SCOPE OF SERVICES. The Contractor agrees to supply services described and be bound by the terms and conditions set forth in bid documents, proposal, and scope of work attached hereto and made a parthereofandidentifiedcollectivelyasExhibit1(the“ScopeofWork”),provided, however, thatintheeventanytermsorconditionsoftheScopeofWorkconflictwiththisContract,the termsandconditionsofthisContractshallprevail. Contractorshallperformtheservicesdescribedinthis Contract in a timely, diligent, and professional manner in accordance with recognizedstandardsofthe applicable industry or profession.

2. DURATION. This Contract shall be in effect from the date of execution through and including the___ day of _________, 202___, unlessterminated as provided herein.

3. TIME OF ESSENCE. The Contractor acknowledges that time is of the essence in providingtheservicesunderthisContract.TheworksetforthintheScopeofWorkshallbecompletedby the Completion Date

4. COMPENSATION. TheContractorshallbepaidinaccordancewiththeScopeofWork.

Paymentshallbemadewithinthirty(30)daysofreceiptofaninvoice,unlessalongerperiodisprovided in the Scope of Work.

5. INVOICES. Requisitions for payment shall include a complete description of the services rendered by the Contractor, providing the dates services were rendered, and a description of services rendered. Except as otherwise stated in the Scope of Work, invoices shall be submitted on a monthly basis, no later than ten (10) business days following the end of each month.

6. SALESTAX. IfContractoristobereimbursedforsuppliesormaterialsaccordingtothe ScopeofWork,nosalestaxistobechargedbytheContractortotheVillagegovernmentforsuppliesor materials furnished in the performance of work under this Contract. State of Maryland Sales Tax ExemptionCertificateNo.___________,acopyofwhichisattachedheretoasExhibit2,willapplytoall such transactions.

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7. INDEPENDENT CONTRACTOR. The Contractor shall perform this Contract as an independent contractor and shall not be considered an agent of the Village, nor shall any of the Contractor’s employees or agents be subagents of the Village.

8. EQUALEMPLOYMENTOPPORTUNITY. DuringtheperformanceofthisContractthe Contractor agrees that it will comply with all applicable federal, state, and local laws relating to discrimination in employment and will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexualorientation,genderidentity,nationalorigin,or otherprotectedclass.Asaconditionofenteringintothisagreement,thecompanyspecificallyrepresents and warrants that it will comply with Maryland’s Commercial Nondiscrimination Policy, as described underTitle19oftheStateFinanceandProcurement ArticleoftheAnnotatedCodeofMaryland.Aspart of such compliance, the company maynotdiscriminateonthebasisofrace,color,religion,ancestryor nationalorigin,sex,age,maritalstatus,sexualorientation,oronthebasisofdisabilityorotherunlawful forms of discrimination in the solicitation, selection,hiring,orcommercialtreatmentofsubcontractors, vendors, suppliers, or commercial customers, nor shall the company retaliate against any person for reporting instances of such discrimination. The company shall provide equal opportunity for subcontractors, vendors, and suppliers to participate in all of its public sector and private sector subcontracting and supply opportunities, providedthatnothingcontainedinthisclauseshallprohibitor limit otherwise lawful efforts toremedytheeffectsofmarketplacediscriminationthathaveoccurredor are occurring in the marketplace. The company understands andagreesthatamaterialviolationofthis clause shall be considered a material breach of this agreement and may result in termination of this agreement,disqualificationofthecompanyfromparticipatinginStatecontracts,orothersanctions.This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party.

9. REVIEW BY VILLAGE. TheContractoragreesthattheworkandrecordscoveredby this Contract will be subject to review, at all times, by representatives of the Village.

10. INDEMNIFICATION OF THE VILLAGE. The Contractor shall indemnify and save harmlesstheVillage,itsrepresentatives,agents,andemployees,fromallsuits,actions,liability,damages, expenses(including,butnotlimitedtocourtcostsandattorneys’fees),anddemandforpersonalinjuryor property damage, and other expenses or losses suffered orarisingoutoforcausedbyanynegligentor intentional act or omission, breach or failure to perform, of the Contractor, or the Contractor’s, employees, servants, agents, or permitted subcontractors. Somuchofthemoniesdueortobebecome due to the Contractor under the Contract shall be retained by the Village in such amount as may be considerednecessarybytheVillageuntilsuchsuitsorclaimsfordamageshavebeensettledorotherwise disposed of and satisfactory evidence to that effect has been furnished to the Village.

11. DAMAGE TO PROPERTY. The Contractor shall be responsible for any damage to publicandprivatepropertycausedbytheContractor,itssubcontractors,servants,agentsoremployeesin the course of the performance of this Contract and shallreplaceorrestoretoitsoriginalconditionany such damaged property at no cost to the occupant, owner, or the Village.

12. TERMINATION FOR CONVENIENCE. The Village may terminate this Contract for convenience by giving written notice to theContractorofsuchterminationandspecifyingtheeffective date thereof, at least 30 (30) days before the effective date of such termination. In the event of a terminationforconvenience,theContractorwillbecompensatedforallworkproperlyperformedthrough the termination date.

13. TERMINATIONFORCAUSE. If,throughanycause,theContractorfailstofulfillina timely and proper manner its obligations under this Contract, or if the Contractor violates any of the

Page2of 7 covenants, agreements, or stipulations of this Contract, the Village shall thereupon have the right to terminatethisContractbygivingwrittennoticetotheContractorofsuchterminationandspecifyingthe effectivedatethereof,atleastfive(5)daysbeforetheeffectivedateofsuchtermination. Notwithstanding the above, the Contractor shall not be relieved of liability to the Village for damages sustainedbythe Village by virtue of any breach of this Contract by the Contractor, and the Village may withhold any paymentsforthepurposeofsetoffuntilsuchtimeastheexactamountofdamagesduetheVillagefrom the Contractor is determined.

14. COMPLIANCE WITH LAWS AND POLICIES. The Contractor shall observe and complywithallfederal,state,countyandlocallaws,ordinances,regulations,andpoliciesthataffectthe worktobedoneherein,andshallindemnifyandholdharmlesstheVillage,andallofitsofficers,agents and servants against any claimorliabilityfromorbasedontheviolationofanysuchlaw,ordinanceor regulation, whether by the Contractor, the Contractor’s agents or subcontractors. Notwithstanding the foregoing, in the event thattheContractordeterminesthataconflictexistsbetweenanyapplicablelaw, ordinance,and/orregulation,theContractorwillsoadvisetheVillageandtheVillagewilldecidewhich law, ordinance, and/or regulation shall be followed.

15. LICENSES AND PERMITS. The Contractor will be responsible for obtaining and maintaining any and all licenses and permits pertaining to performance of services under this Contract.

16. SUBCONTRACTING. None of the services covered by this Contract shall be subcontractedwithoutthepriorwrittenconsentoftheVillage. Anyrequestforconsenttosubcontractany portion of the services shall include: 1) a description of the services to be subcontracted; 2) all subcontractor names, addresses and telephone numbers; and 3) the qualifications of the subcontractor.

The Contractor shall befullyresponsibletotheVillagefortheactsandomissionsofitssubcontractors, and of persons either directly or indirectly employed by them, as it is for the acts and omissions of persons directly employed by the Contractor. There shall be no contractual relationship between the Villageandanysubcontractor. TheContractorwillrequireallsubcontractorstohaveineffectatalltimes insurancecoverageinsuchamountsasarerequiredforContractorandtheVillageshallbenamedasan additional insured party.

17. SUCCESSORSANDASSIGNS. ThisContractshallbebindingandinuretothebenefit of all successors and permitted assigns of the parties hereto. Notwithstanding the foregoing, the Contractor shall not assignortransferanyinterestinthisContractwithoutthepriorwrittenapprovalof the Village which may be withheld in the Village’s sole and absolute discretion.

18. CONFLICTSOFINTEREST. TheContractorcovenantsthatithaspresentlynointerest andshallnotacquireanyinterest,directorindirect,whichwouldconflictinanymannerordegreewith the performance or services required to be performed under this Contract. The Contractor further covenants that, in the performance of this Contract, no person having any such interest shall be employed.

19. CAPACITYTOPERFORM. TheContractor,byexecutingthisContract,representsthat allequipmentnecessaryforprovidingthedescribedservicesisinworkingorder,thatmaterialsneededare nowinstockorwillbeavailablesoasnottodelaytimelyperformance,andthatallpersonnelneededare available or will be available by the date work is to commence.

20. PERSONNEL, EQUIPMENT, AND MATERIALS. The Contractor shall furnish the necessarysupervision,crew,equipment,andallmaterialsand/orsupplies,asmayberequiredforefficient and safe execution of the services.

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21. STANDARDSOFWORK. Contractorshallfurnishefficientbusinessadministrationand superintendence and shall use its best efforts to insure that the services being performed under this Contract are completed in the best way and in themostexpeditiousandeconomicalmannerconsistent with the Village’s best interests. Allservicesshallbeperformedinaneatandworkmanlikemannerby trained and experienced personnel.

22. SUSPENSION OR STOPPAGE OF WORK. The Village maysuspendtheservicesof the Contractor, in whole or in part, for each period or periods as it may deem necessary in its sole discretion due to unsuitable weather or such other conditions considered unfavorable for proper prosecutionoftheservices,orforsuchtimeasisnecessarytoavoidinterferencewithotheractivitiesor events in the Village. The Contractor shall not suspend or stop work which has been ordered by the Village without first obtaining proper authority to do so.

23. INSURANCE.

(a) TheContractor,withinfive(5)daysfollowingtheexecutionofthisContractandpriorto commencement of any work, shall furnish to the Village proof of insurance of at least the kinds and minimum amounts set forth below. The following policies must be maintained at the expense of the ContractorduringtheentireperformanceperiodofthisContractoranyrenewalorextensionthereof.The policies shall provide that at least 30 days’ prior notice of cancellation must be given to the Village.

(1) WORKERS’COMPENSATIONcoveringalloperationsintheStateofMaryland fortheproperhazardclassifications(whichshallbespecificallylistedonthecertificateofinsurance)for the anticipated work with limits as established by statute; and

(2) COMPREHENSIVE GENERAL LIABILITY INSURANCE: (i)BodilyInjury for each occurrence $1,000,000/$2,000,000 aggregate; (ii) Property Damage for each occurrence $1,000,000/$2,000,000 aggregate; and (iii) Automobile Combined Coverage - fleet operationsforeach occurrence $1,000,000/$2,000,000 aggregate.

(b) TheContractorshallalsofurnishtotheVillageaCertificateofInsuranceinlikeamounts foranyapprovedsubcontractorpriortocommencementofperformanceofsuchsubcontractor’spersonnel or entry of equipment in the Village.

(c) All accidents resulting in injury to or deathofpersonsordamagetopropertyofothers arisingoutoftheperformanceorsuitsinstigatedagainsttheContractorand/ortheVillagearisingoutof such accidents shall be reported promptly to the Village Manager or other official designated by the Village Council.

24. ACCURATEINFORMATION,ACCOUNTINGANDAUDIT. TheContractorcertifies that all information provided in responsetotherequestforproposalsorinvitationtobidorthatwillbe providedtotheVillageistrueandcorrectandcanberelieduponbytheVillageinawarding,modifying, acceptingservices,makingpayments,ortakinganyotheractionwithrespecttothisContract. Anyfalse or misleading informationisagroundfortheVillagetorejectabidortoterminatethisContractandto pursue any other appropriate remedy. The Contractor certifies that its accounting system conforms to generally-accepted accounting principles, is sufficient to comply with the Contract’s budgetary and financial obligations, and is sufficient to produce reliable financial information.

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25. TERMS AND CONDITIONS. The terms and conditions of this document govern in eventofaconflictwithanytermsoftheContractor’sproposal,andarenotsubjecttochangebyreasons of written or oral statements by the Contractor unless the same are accepted in writing. Words and abbreviations which have well known technical or trade meanings are used in accordance with such meanings.

26. INTERPRETATION. Any questions concerning conditions and specifications shall be directed in writingtotheVillageManagerorotherofficialdesignatedbytheVillage. Nointerpretation shallbeconsideredbindingunlessprovidedinwritingbytheVillageManagerorotherauthorizedofficial of the Village. The execution of this Contract shall be prima facie evidence that the Contractor thoroughly understands the terms of this Contract.

27. AUTHORITYOFTHEMANAGERINDISPUTES. Anydisputeconcerningaquestion of fact arising under this Contract shall be decided by the Village Manager who shall notify the Contractorinwritingofhisdetermination. TheContractorshallbeaffordedtheopportunitytobeheard and offer evidence in support of its claim. Pendingfinaldecisionofthedisputeherein,theContractor shallproceeddiligentlywithperformanceunderthisContract. ThedecisionoftheVillageManagershall be final and conclusive unless an appeal is filed with the Village Council.

28. ERRORS. The Contractor shall take no advantage of any error or omission in the specifications. This Contract shall not be construed against either party byvirtueofthefactthatsuch party or its agent authored all or any part hereof.

29. NO LIMITATIONOFLIABILITY. Thementionofanyspecificdutyorliabilityofthe Contractor in any part of this Contract shall not be construed as a limitation or restriction upon any general liability or duty imposed upon the Contractor.

30. GOVERNING LAW. This Contract is executed in the State of Maryland andshallbe governedbyMarylandlaw. TheContractor,byexecutionofthisContract,consentstothejurisdictionof theMarylandstatecourtswithrespecttoanydisputearisingoutofthisContractandfurtherconsentsto venue in Montgomery County, Maryland.

31. MODIFICATION. ThisContractmaybemodifiedonlybywritteninstrumentsignedby both parties hereto.

32. NOTICES. Written notice shall be deemed to have been duly served if delivered in persontotheindividualormemberofthefirmortoanyofficerofthecorporationforwhoitwasintended if delivered or sent by registered or certified mail to the last address known.

33. ENTIRECONTRACT. ThisContract,includingtheexhibitsattachedhereto,constitutes theentireContractbetweentheVillageandtheContractor,andthepartiesshallnotbeboundbyanyprior negotiations, representations or promises, not contained herein.

34. SEVERABILITY: If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remainingprovisionsshallcontinuetobevalidandenforceable. Ifa court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

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35. NO WAIVER OF RIGHT: The failure of theVillagetoenforceanyprovisionofthis ContractshallnotbeconstruedasawaiverorlimitationoftheVillage’srighttosubsequentlyenforceand compel strict compliance with every provision of this Contract.

36. ENFORCEMENT. If, at any time,theContractorisindefaultofanyofitsobligations under this Contract, the Village shall be entitled to all expenses, including court costs and reasonable attorneys’ fees, incurred in securing the performance of any obligations under this Contract and/or in prosecuting a claim for damages arising from the Contractor’s default.

37. POLITICAL CONTRIBUTIONS. Contractor is aware of and shall comply with MarylandCode,ElectionLawArticle,Section14-101,etseq.,asamended,whichrequireseveryperson thatentersintoacontractwithapoliticalsubdivisionoftheState,includingtheVillage,duringacalendar year in which the person receives in the aggregate $100,000 ormoreshallfilewiththeStateBoardof Elections a statement disclosing contributions in excess of $500 made during thereportingperiodtoa candidate for elective office in any primary or general election.

INWITNESSWHEREOF,theVillageandtheContractorhaveexecutedthisContractunderseal, for the purposes of creating a specialty, as of the date first written above.

CONTRACTOR:

By: (SEAL) (signature)

(print name, title)

Village of Friendship Heights

By: (SEAL) Roy Schaeffer Mayor

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EXHIBIT 1

SCOPE OF WORK

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