3-Attachment D - Contractor Agreement Services 2026-07 - Pest Control.pdf

CONTRACTOR AGREEMENT

[Services]

THIS CONTRACTOR AGREEMENT (the "Agreement"), is entered into effective as of ______________, 20____, by and between NEBO SCHOOL DISTRICT, a political subdivision of the State of Utah, whose address is 350 South Main, Spanish Fork, Utah, 84660 (herein referred to as the "School District"); and ____________________, a _________, whose address is ______________(herein referred to as "Contractor").

RECITALS

A. The School District desires to contract with Contractor for the performance of certain Services, as defined herein, in connection with providing _______________________ services for _________________________;

B. The School District desires to have Contractor provide such Services, and Contractor agrees to perform such Services for the School District, pursuant to the terms and conditions set forth in this Agreement; and

C. The School District and Contractor desire to set forth in writing the terms and conditions of their agreements and understandings.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

OPERATIVE PROVISIONS

1. Services.

1.1 Services and Contract Documents. Contractor shall furnish and perform any and all ________________ services specified, indicated, shown, inferred, or contemplated (collectively, the “Services”) for ____________________. The Services performed by Contractor at _____________________ shall be in strict accordance with the following documents (“Contract Documents”) and all applicable federal, state, and local laws, rules, and regulations:

1.1.1 This Agreement;

1.1.2 Description of Services prepared by the School District, attached hereto as Exhibit “A”;

1.1.3 Fee Schedule submitted by the Contractor, attached hereto as Exhibit “B;

1.1.4 Request for __________ for _________ (“RF_”), which is incorporated fully herein by this reference;

1.1.5 Addendum No. ____ to ____________, which is incorporated fully herein by this reference; and

1.1.6 All documents published in connection with the RF___, which are incorporated fully herein by this reference.

1.2 Scope of Services. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Services. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all with respect to the Services. Contractor as a part of the compensation paid shall perform Services not explicitly covered in the Contract Documents so long as it is consistent therewith and is reasonably inferable therefrom as being necessary to produce the intended results. In the event of conflict between this Agreement and any of the other Contract Documents, this Agreement governs. Without limiting the generality of the foregoing, the Services shall include the obligation of Contractor to: (a) schedule and coordinate the Services with the School District’s Operations Department; and (b) perform the Services by Contractor in accordance with: (i) the Contract Documents; (ii) any and all applicable federal, state, and local laws, rules, regulations, and building codes; (iii) any and all applicable environmental, safety, and industry laws and standards; (iv) the Americans with Disabilities Act, as amended; and (v) any and all applicable School District policies (https://kb.nebo.edu/policy); and (vi) the State of Utah Procurement Code [UTAH CODE ANN., §63G-6a-101, et seq.] / UTAH ADMINISTRATIVE RULES [R33-1-1, et seq.]. In addition, the completeness and quality of the Services shall be subject to the approval of the School District’s Operations Department. Contractor shall be directly responsible to the School District for the professional quality, technical accuracy, and the coordination of all Services furnished by Contractor or its subcontractors or consultants based upon the prevailing industry standards. The School District shall be an intended third-party beneficiary of all agreements, duties, and obligations by any subcontractors or consultants hired by Contractor. Contractor shall perform the Services consistent with the professional skill and care ordinarily provided by comparable contractors practicing in the same or similar locality under the same or similar circumstances (“standard of care”).

1.3 Licenses. Contractor and its employees and agents shall be properly licensed in the State of Utah to provide the Services set forth herein, and shall only engage subcontractors and consultants who are properly licensed in the State of Utah.

2. Compensation. The School District shall pay to Contractor for the strict and satisfactory performance of the Services, in conformance with the terms and conditions of this Agreement, the amount calculated in accordance with the Fee Schedule attached hereto as Exhibit “B”.

Contractor may submit monthly progress billings to the School District. The School District shall pay Contractor for the proportionate amount of the Services completed by Contractor, as determined and approved by the School District’s Operations Department. Upon the final completion of all of the Services rendered hereunder by Contractor, the School District shall pay Contractor, within ten (10) business working days thereof, the remaining balance due and owing under this Agreement.

3. Tax Liability. Contractor assumes full responsibility for the payment of all taxes, assessments, or contributions, whether municipal, county, state, or federal, as to its performance of the Services under this Agreement. Contractor also agrees to pay any and all gross receipts, compensation, transaction, sales, use, or other taxes or assessments of whatever nature or kind levied or assessed as a consequence of the services performed or on the compensation to be paid under this Agreement.

4. No Benefits. Contractor is not entitled to any benefits typically associated with an employer-employee relationship, including, but not limited to, health insurance, life insurance, pension or retirement, vacation pay, or sick pay. Contractor understands that it is not covered under the School District’s worker's compensation program, and Contractor shall provide appropriate worker’s compensation coverage for its employees and agents. Contractor also acknowledges that the School District will not cover any medical expenses resulting from work-related injuries. Contractor agrees to defend, indemnify, and hold harmless the School District from https://kb.nebo.edu/policy and against any claims, costs, and expenses (including, but not limited to, attorneys’ and professionals’ fees) related to any of the foregoing.

5. Transportation, Tools, Supplies, and Equipment. Contractor shall provide, at its own cost and expense, all transportation, tools, supplies, and equipment necessary for the performance of the Services under this Agreement.

6. Non-Conforming and Defective Workmanship and Materials. The School District shall not be financially responsible for any unauthorized, non-conforming, or defective workmanship and materials provided by Contractor.

7. Payment of Suppliers, Subcontractors, and Consultants. Contractor warrants the due and timely payment of all its suppliers, subcontractors, and consultants, and agrees to defend, indemnify, and hold harmless the School District from any loss or damage from any claims, costs, and expenses (including, but not limited to, attorneys’ and professionals’ fees) resulting therefrom.

8. Commencement and Completion. Contractor is authorized to begin and end the Services as coordinated and specifically authorized by the School District.

9. Independent Contractor Status. It is understood and agreed by the parties that Contractor is an independent contractor and is not an employee or agent of the School District, and Contractor agrees not to make any representations to the contrary. Any conduct in which Contractor engages in connection with or in the performance of this Agreement shall be solely in its capacity as an independent contractor, and nothing in this Agreement shall be construed to the contrary. Contractor agrees that, as an independent contractor, it does not have authority to sign contracts, notes, or obligations, or to purchase, acquire, or dispose of any property for or in behalf of the School District or any of its employees or agents, and shall only have authority to perform those services specifically described herein or which may be specifically authorized in writing by the School District. Nothing in this Agreement shall be construed as creating any partnership, joint venture, or other joint obligation. Contractor is solely and personally liable for any and all damages that may be occasioned on account of the operation of this Agreement, whether the same be for personal injuries or damages of any other kind.

10. Insurance. During the period of Services and until the final completion thereof, Contractor shall maintain in full force and effect, at Contractor’s expense: (a) comprehensive general liability insurance with policy limits of not less than $1,000,000.00 per occurrence and $3,000,000.00 in the aggregate; (b) (If Applicable) professional errors and omissions liability insurance with policy limits of not less than $1,000,000.00 per occurrence and $3,000,000.00 in the aggregate; (c) complete coverage workers compensation insurance to insure against all claims of persons employed by Contractor to complete the Services, in the required statutory amounts; and (d) automobile insurance to insure all vehicles utilized by Contractor to complete the Services, in the required statutory amounts. Upon execution of this Agreement, Contractor shall cause a valid Certificate of Insurance to be issued to the School District specifically designating the School District (including its board members, employees, agents, and representatives) as an additional insured (primary and not contributing) on the general liability insurance coverage (If Applicable) and the professional errors and omissions liability insurance coverage, and will also clearly designate the insurance coverages and amounts. Said Certificate of Insurance satisfying the requirements of this Agreement is a condition precedent to the payment to any amounts due the Contractor by the School District for the Services rendered hereunder. All such policies shall include a complete waiver of subrogation in favor of the School District. The insurance policies shall meet all of the requirements of the School District, including those set forth in the RF__. All policies shall be with insurers and on policies acceptable to the School District, and shall be evidenced by a Certificate(s) of Insurance together with any applicable endorsements. Furthermore, Contractor shall assure that any of its subcontractors and consultants who are utilized to provide the Services set forth herein shall carry appropriate and customary types of professional liability insurance coverage in form and substance mutually acceptable to the School District and the Contractor.

11. Cooperation. Contractor shall cooperate fully with the School District and its employees and agents, and shall so conduct the Services as to not to interfere with the School District’s operations.

12. Terms of Association. Contractor shall provide the Services as long as Contractor is, in the sole opinion of the School District, efficient, conscientious, and productive. If Contractor is not, it remains within the sole discretion of the School District to terminate this Agreement upon at least twenty-four (24) hours prior written notice and by the full payment of whatever is owed to Contractor based on Services completed at the time of such termination, subject to any deductions permitted hereby. It is definitely understood and agreed that the School District will be the sole judge as to the efficiency with which Contractor carries out its duties and responsibilities, and the School District reserves the right, at any time, to terminate this Agreement, without prejudice, and without the right of recovery of damages by Contractor, except for full payment of whatever is owed to Contractor based on Services completed at the time of such termination, subject to any deductions permitted hereby. Unless terminated earlier in accordance with the provisions hereof, this Agreement shall continue for a period of five (5) years from the date of this Agreement.

13. Liability of Death, Injury, Loss or Damage. All Services shall be done at Contractor’s own risk. Contractor shall be responsible for any death, personal injury, loss, or damage of any kind to persons or property in connection with rendering the Services hereunder.

14. Indemnification. To the fullest extent permitted by law and subject to the prevailing industry standard of care, Contractor shall and does hereby agree to defend, indemnify, and hold harmless the School District, its superintendent, board members, directors, supervisors, employees, agents, successors, and assigns, individually and collectively (the "Owner Indemnified Parties"), from, against, and in respect of any and all claims, demands, suits, proceedings, attachments, levies, damages and losses, liabilities, liens, claims for indemnification or contribution, and any other matter whatsoever, and all damages, costs, and expenses incurred in connection therewith, including attorneys’ fees (collectively, the "Claims"): (a) for personal injuries or property damage caused by any employee or agent of Contractor, or by any third-party subcontractor or consultant of the Contractor; (b) arising from the negligent performance of the Services or this Agreement; or (c) any negligent or wrongful act or omission of Contractor, or any of its officers, agents, employees, servants, subcontractors, consultants, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. To the extent allowed by law, the indemnity set forth in this section shall apply to any Claims arising or claimed to have arisen in whole or in part out of the negligence of any Owner Indemnified Party, including without limitation, the negligent violation of any duty imposed by statute, ordinance, regulation, or law, but shall not apply, as to a particular Owner Indemnified Party, to any such Claims to the extent caused by or resulting from the sole negligence of such Owner Indemnified Party. Contractor shall also hold harmless and indemnify the School District against all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state, and local taxes, contributions, or assessments imposed or required under unemployment insurance, social security, and income tax laws as they relate to Contractor’s business or employees.

15. Assignment. Contractor shall perform the Services provided for herein, and no person shall be engaged to perform such Services, whether by assignment or otherwise, except upon written approval of the School District. Neither this Agreement nor any interest therein, or claim thereunder, shall be assigned or transferred by Contractor to any other person without the prior written consent of the School District in each instance.

16. Authority and Control. In the performance of the Services, Contractor maintains the authority to control and direct the performance of the details of the Services, the School District being interested only in the result obtained. Notwithstanding the foregoing, all Services performed by Contractor must meet the approval of the School District and shall be subject to the School District's general right of inspection, supervision, and schedule coordination.

17. Status Verification System Certification. Contractor shall provide documentation to the School District that it has registered and participates in the Status Verification System (the electronic verification system operated by the federal government is known as E-Verify) to verify the work eligibility status of the Contractor’s employees. In addition, and as applicable, Contractor shall also obtain affidavit certification from all subcontractors and consultants who are utilized in the performance of the Services that they have verified the work eligibility status of their respective employees through the Status Verification System (see UTAH CODE ANN., §63G-12-301, et seq).

Contractor shall protect, indemnify, and hold harmless the School District and its officers, employees, agents, representatives, and anyone that the School District may be liable for, against any claim, damages, or liability arising out of or resulting from the violation of this section whether violated by employees, agents, consultants, or contractors of: (a) the Contractor; (b) any subcontractor or consultant at any tier; and/or (c) any entity or persons from whom the Contractor may be liable.

18. Excluded Parties List System. Contractor represents and warrants to the School District that it has verified all of its engineers, technicians, inspectors, subcontractors, or consultants to assure that none of them are listed on the United States Government, General Services Administration, System for Award Management (SAM) database of excluded entities. The SAM excluded entities list (formerly EPLS) provides information regarding individuals and entities that are debarred, suspended, proposed for debarment, excluded or disqualified under the non-procurement common rule, or otherwise declared ineligible from receiving federal contracts, certain subcontracts, and certain federal assistance and benefits (see http://www.sam.gov/SAM).

Contractor shall protect, indemnify, and hold harmless the School District and its board members, employees, agents, representatives, and anyone that the School District may be liable for, against any claim, damages, or liability arising out of or resulting from the violation of this section whether violated by employees, agents, or contractors of: (a) Contractor; (b) any subcontractor or consultant at any tier; and/or (c) any entity or persons from whom Contractor may be liable.

19. General Provisions.

19.1 Notice. All notices given under any of the provisions of this Agreement must be in writing and shall be deemed to have been given either: (a) when delivered in person to the recipient named below; or (b) upon two (2) days following deposit in the United States Mail, either registered or certified, return receipt requested, postage prepaid, addressed to the party or person intended as follows:

"SCHOOL DISTRICT" Reed B. Park, District Legal Counsel

NEBO SCHOOL DISTRICT

350 South Main Spanish Fork, Utah 84660

"CONTRACTOR" ,

http://www.sam.gov/SAM

Any party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party, employee, agent, or representative, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

19.2 Remedies. The rights and remedies of any of the parties hereto shall not be exclusive. In general, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, but nothing herein contained is intended to or shall limit or affect any rights at law or by statute or otherwise of any party aggrieved as against the other party for a breach or threatened breach of any provision hereof, it being the intention of this paragraph to make clear the agreement of the parties that the respective rights and obligations of the parties hereunder shall be enforceable in equity as well as at law or otherwise.

19.3 Governing Law, Jurisdiction, and Venue. The laws of the State of Utah in all respects govern this Agreement, and the parties hereto consent to exclusive jurisdiction and venue in the courts of Utah County, State of Utah.

19.4 Entire Agreement. This instrument sets forth the entire agreement among the parties and supersedes all prior agreements, whether written or oral. All parts of section titles or paragraph captions of this Agreement are for convenience only, and shall not be deemed part of this Agreement, and in no way define, limit, augment, extend, or describe the scope, content, or intent of any part or parts of this Agreement. This Agreement may be modified only by a writing signed by the parties in interest at the time of the modification.

19.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their representatives, successors, and assigns; provided, however, that this provision shall not be construed as permitting assignment, substitution, delegation, or other transfer of rights or obligations by Architect except upon the prior written consent of the School District.

19.6 Waiver or Forbearance. Unless otherwise indicated herein, failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall not constitute a waiver of any such breach or of any other covenant, agreement, term, or condition.

Any party, by notice delivered in the manner provided in this Agreement, may, but shall be under no obligation to waive any of its rights or any conditions to its obligation hereunder, or any duty, obligation, or covenant of any other party. No waiver shall affect or alter the remainder of this Agreement, but each and every other covenant, agreement, term, and condition hereof shall continue in full force and effect with respect to any other then existing or subsequently occurring breach. To be effective, any waiver must be signed by both parties hereto.

19.7 Severability. In the event that any condition, covenant, or other provision herein contained is held to be invalid or void by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect any other covenant or condition herein contained. If such condition, covenant, or other provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law.

19.8 Costs and Expenses of Enforcement. In the event that either party fails to carry out its or his obligations hereunder, the party in default shall pay all costs and expenses, including attorneys’ fees, incurred by the other party in enforcing its rights or in obtaining redress for the breach, whether by filing suit or otherwise.

19.9 Controlling Authority. The terms of this Agreement shall supersede and are controlling over any contradictory or inconsistent terms contained in the documents referenced and attached hereto as Exhibits.

19.10 Time. Time is of the essence of each term, provision, and covenant of this Agreement.

19.11 Gender and Number. The singular number includes the plural whenever the context so indicates. The neuter gender includes the feminine and the masculine, the masculine includes the feminine and neuter, and the feminine includes the masculine and neuter, and each includes corporation, limited liability company, partnership, or other legal entity when the context so requires.

19.12 Authority to Execute Agreement. The signatory for Contractor has the requisite power and authority to execute and deliver this Agreement, and constitutes a legal, valid, and binding agreement upon Contractor in accordance with the terms and conditions contained herein.

19.13 Governmental Entity. Contractor acknowledges that the School District is a governmental entity subject to the Utah Government Records Access and Management Act, UTAH

CODE ANN., Section 63G-2-103 et seq., as amended (“GRAMA”); that certain records within the School District’s possession or control, including without limitation, the Agreement, may be subject to public disclosure under GRAMA. Pursuant to Section 63G-2-309 of GRAMA, any confidential information provided to the School District that Contractor believes should be protected from disclosure must be accompanied by a written claim of confidentiality and a concise statement of reasons supporting such claim. Contractor further acknowledges that the School District is a governmental entity under the Governmental Immunity Act of Utah, UTAH CODE ANN., Section 63G-7-101 et seq., as amended (the “Act”). Nothing in the Agreement shall be construed as a waiver by the School District of any protections, rights, or defenses applicable to the School District under the Act, including without limitation, the provisions of Section 63G-7-604 regarding limitation of judgments. It is not the intent of the School District to incur by contract any liability for the operations, acts, or omissions of Contractor or any third-party and nothing in the Agreement shall be so interpreted or construed. Without limiting the generality of the foregoing, and notwithstanding any provisions to the contrary in the Agreement, any indemnity obligations of the School District, if any, contained in the Agreement are subject to the Act and are further limited only to claims that arise directly and solely from the negligent acts or omissions of the School District. Any limitation or exclusion of liability or remedies in the Agreement for any damages other than special, indirect, or consequential damages, shall be void and unenforceable.

19.14 Debarment. Contractor certifies that it is not presently nor has ever been debarred, suspended, proposed for debarment, or declared ineligible by any governmental department or agency, whether international, national, state, or local. Contractor must notify the School District within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contract by any governmental entity during this Agreement.

19.15 Sales Tax Exemption. The Work provided under this Agreement will be paid for from the School District’s funds and used in the exercise of the School District’s essential functions. Upon request, the School District will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request the School District’s sales tax exemption number. It also is Contractor’s sole responsibility to ascertain whether any tax deduction or benefits apply to any aspect of this Agreement.

19.16 Mediation. All claims, counterclaims, disputes, and other matters in question between the parties hereto arising out of or relating to this Agreement or breach thereof will be presented to non-binding mediation, subject to the parties agreeing to a mediator, as an express condition precedent to litigation or other binding dispute resolution.

-SIGNATURES ON FOLLOWING PAGE-

The parties have executed this Agreement effective the date and year first set forth above.

"CONTRACTOR” "SCHOOL DISTRICT"

NEBO SCHOOL DISTRICT

A political subdivision of the

State of Utah

By: By: _______________________________

Utah Certificate of Existence No.:___________ Utah Contractor/Professional License No.:

Liability Insurer:

Policy No.:

Insured Amount: $ per occurrence / $ in the aggregate