4-5. UB - Independent Contractor Agreement - Door Hang Tag Placement Services v3 2026.pdf

8.25.26 CMW

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is made between the City of Amarillo, a municipal corporation situated in

Potter and Randall Counties, PO Box 1971, Amarillo, Texas 79105-1971 (CITY) and

, whose address is (CONTRACTOR) upon the following terms performable in Texas:

1. Services. CONTRACTOR agrees to this engagement upon the terms and conditions hereinafter set forth in this Agreement and CITY’S Request for . CITY hereby engages CONTRACTOR to perform services and produce deliverables as described on Exhibit A, which is incorporated herein by this reference. CONTRACTOR will furnish all labor, equipment, and tools necessary to carry out the terms of this Agreement.

2. Compensation. CITY agrees to pay, and CONTRACTOR agrees to accept, for all services to be provided under this Agreement a fixed fee of $ per door hang tag delivered.

CONTRACTOR acknowledges that the fixed fee specified above is inclusive of all expenses.

CONTRACTOR will pick up notification hang tags and a list of delivery addresses from the CITY’S

Utility Billing Department a minimum of three times per week. At the same time, CONTRACTOR shall deliver a written invoice to the CITY with sufficient detail to fully and completely identify

CONTRACTOR’S services provided during the prior week. CITY will make payment within 30 days of receipt of billing.

3. Term and Termination. This Agreement shall begin on the Effective Date (below) and shall be for an initial term of two years, with the option to renew for three additional one-year renewal terms. Either party may terminate this Agreement without cause by giving the non-terminating party 30 days’ prior written notice.

4. Relationship. The parties each act independently in the matters addressed in this

Agreement. The CONTRACTOR is not an employee of CITY but is an independent contractor and may determine how (i.e., the manner and methods) to deliver the services described herein.

However, CONTACTOR agrees that the nature of the services to be performed may require

CONTRACTOR to be present or available to the CITY during normal business hours, at other times, or both. Accordingly, CONTRACTOR will regularly confer with representatives of CITY to best determine CITY’S needs and service delivery method. This Agreement does not create a partnership, employment, joint enterprise, or any other form of relationship other than as described in this section. CONTRACTOR shall be free to contract for similar serviced to be performed for others while CONTRACTOR is under Agreement with CITY. CONTRACTOR shall not have any right or authority to act for CITY; CONTRACTOR shall not enter into any commitment or agreement or incur any liability in the name of or on behalf of CITY or attempt to bind CITY in any manner.

5. Confidentiality. CONTRACTOR agrees that CONTRACTOR will not, during or after the term of this Agreement, disclose proprietary or confidential information obtained as a result of the services provided. Such proprietary and confidential information received by CONTRACTOR shall be used by CONTRACTOR solely and exclusively in connection with the performance of the services to be provided under this Agreement.

6. Records. In accordance with applicable Texas law, CONTRACTOR agrees that CITY or its dully authorized representatives shall have access to and the right to examine, audit, and copy all pertinent books, documents, papers, invoices, and records of CONTRACTOR involving performance of and transactions related to this Agreement, until the expiration of four years and one day after the final payment under this Agreement.

7. Taxes. Any and all taxes assessed by any government upon any service or goods provided in the performance of this Agreement, or for compensation received by CONTRACTOR, shall be the sole responsibility of CONTRACTOR. CITY will not withhold any taxes from compensation it pays CONTRACTOR.

8. Indemnity. CONTRACTOR AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS

CITY AND ITS EMPLOYEES, AGENTS, AND OFFICERS FROM AND AGAINST ANY AND ALL DAMAGES, CLAIMS, JUDGMENTS, COSTS, ATTORNEYS’ FEES, EXPENSES, AND LIABILITIES ARISING OUT OF

INJURY OR DEATH TO THIRD PARTIES OR DAMAGE TO PROPERTY OF THIRD PARTIES AND

CAUSED BY CONTRACTOR’S NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL ACTS IN

CONNECTION WITH THIS AGREEMENT AND THE PERFORMANCE OF SERVICES HEREUNDER.

CONTRACTOR SHALL BE RESPONSIBLE FOR PERFORMING THIS AGREEMENT IN A SAFE AND

PROFESSIONAL MANNER AND SHALL BE LIABLE FOR CONTRACTOR’S NEGLIGENCE.

9. Insurance. CONTRACTOR will provide general liability, automobile liability, and, if applicable, worker’s compensation insurance coverage in accordance with CITY’S insurance requirements as set forth in the “CERTIFICATE OF INSURANCE REQUIREMENTS” attached to this

Agreement as Exhibit B. If the required insurance is terminated, altered, or changed in any manner not acceptable to CITY, this Agreement may be terminated by CITY without penalty, on written notice to CONTRACTOR. If applicable, CONTRACTOR shall require statutory worker’s compensation coverage of any subcontractors hired by CONTRACTOR. Certificates evidencing the required coverage will be filed with CITY prior to CITY’S execution of this Agreement.

10. Criminal Background Checks. Before CITY executes this Agreement, CONTRACTOR will provide CITY with a criminal background check for each individual who will be responsible for performing work under this Agreement.

11. Force Majeure. Neither party shall be liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, incomplete or partial shutdown of plant, unavailability of equipment of software from suppliers, default of a subcontractor or vendor to the party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other party, or its officers, directors, employees, agents, contractor, or elected officials, or other occurrences beyond the party’s reasonable control (“Excusable Delay”).

12. Notices. CITY’S representative for purposes of this Agreement shall be the Utility

Billing Manger or the Manager’s designee. The parties’ addresses for notice under this Agreement are as follows:

CITY:

City of Amarillo Attention: Jennifer Gonzalez P.O. Box 1971 Amarillo, TX 79105-1971 Tel: (806) 378-4271 Email: jennifer.gonzalez@amarillo.gov

CONTRACTOR:

Attention: ___________________ Tel: __________________________

Email: ________________________

Any notice given under this Agreement shall be effective (i) as of the date of receipt by registered or certified mail or (ii) as of the date of sending by email or fax. Any notice given under this

Agreement must be sent to the address or number stated in this Agreement.

13. General terms.

(i) All obligations of CITY are expressly contingent upon allocation of sufficient, reasonably available funds by the City Council of the City of Amarillo.

(ii) CONTRACTOR will not assign, sublet, subcontract, or transfer CONTRACTOR’S interest in this Agreement without the prior written consent of CITY.

mailto:jennifer.gonzalez@amarillo.gov

(iii) If any term of this Agreement is for any reason held to be invalid, illegal, or unenforceable, this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

(iv) This Agreement shall be interpreted in accordance with Texas law. All litigation arising out of this Agreement shall be brought in a court of appropriate jurisdiction in Potter County, Texas.

(v) CONTRACTOR shall comply with all applicable laws, ordinances, and regulations in performing this Agreement.

(vi) No modifications to this Agreement shall be enforceable unless agreed to in writing signed both parties.

(vii) CONTRACTOR acknowledges that it has read and understands this Agreement, which contains the entire agreement of the parties on the matters herein. Each party has entered into it freely and voluntarily based on CONTRACTOR’S own judgment and not on any representations or promises other than those contained in this Agreement. CITY and

CONTRACTOR each binds itself and its successors, legal representatives, and assigns to the other party and to its successors, legal representatives, and assigns. There are no third-party beneficiaries to this Agreement.

(viii) This Effective Date of this Agreement shall be the signature date of the last party to sign this Agreement.

CITY OF AMARILLO, TEXAS CONTRACTOR

By: ______________________________________ By: ________________________________________

Name: ___________________________________ Name: ____________________________________

Title: _____________________________________ Title: _____________________________________

Date: _____________________________________ Date: _____________________________________

Responsible Department:

Attachments:

Exhibit A, Scope of Work Exhibit B, Insurance Requirements