4-sample - INDEPENDENT CONTRACTOR AGREEMENT.pdf

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INDEPENDENT CONTRACTOR AGREEMENT

The City of St. George, a municipal corporation (the “City”), and Consultant’s Name (“Independent Contractor”), hereby enter this Agreement effective as of (the “Effective Date”). City and Independent Contractor may hereinafter jointly be referred to as “the Parties.” City and Independent Contractor may hereinafter individually be referred to as “Party.”

RECITALS

WHEREAS the City desires to hire Independent Contractor to provide the services described on the document attached hereto as Exhibit A (“Scope of Services” or “Project”).

WHEREAS Independent Contractor has represented to the City that Independent Contractor has the necessary knowledge, experience, abilities, skills, licenses, permits, and resources, and desires to provide the services described on the Scope of Services.

WHEREAS the Parties have discussed various issues with regard to the Scope of Services, have identified terms believed to be acceptable to the Parties, and now desire to memorialize the terms in this Agreement as a final written expression of their Agreement.

TERMS

Based on the foregoing recitals and the following covenants, obligations, terms and conditions, the receipt and sufficiency of which as sufficient consideration the Parties hereby acknowledge, the Parties agree as follows:

1. PROJECT. Independent Contractor shall provide the City, at Independent Contractor’s sole expense, all equipment and services necessary for the Project. Any terms and conditions included on Exhibit A are fully incorporated herein to the extent that they do not conflict with any provisions in this Agreement. If there are any conflicts between this Agreement and the Scope of Services, the terms of this Agreement apply.

2. COMPENSATION. The City shall pay Independent Contractor the amount shown on Exhibit A. The City shall have no obligation to pay Independent Contractor any other amounts for any other reason. As Independent Contractor is not an employee of the City, Independent Contractor shall not be entitled to any employee benefits, nor will the City withhold any taxes, including FICA, from any payment made to Independent Contractor, nor will the City provide any unemployment or worker’s compensation coverage.

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3. DUTIES OF INDEPENDENT CONTRACTOR. Independent Contractor shall be solely responsible to: provide worker’s compensation and unemployment insurance pay all income and/or payroll taxes; comply with all applicable laws and regulations; and obtain and maintain any necessary licenses and permits.

4. INDEMNIFICATION. Independent Contractor shall indemnify and hold the City and each of the City’s employees, agents, representatives, attorneys, administrators, successors and assigns harmless from any claims, demands, causes of action, liabilities and obligations asserted by any Party arising out of or in any way connected with (a) Independent Contractor’s alleged or actual breach of this Agreement, (b) the inaccuracy of any warranty or representation made by Independent Contractor, (c) any actual or alleged failure by Independent Contractor to conform to or comply with any laws or regulations applicable to its obligations herein, (d) any act or omission by Independent Contractor in the performance of this Agreement. The City may select, in the City’s sole and absolute discretion but at the sole expense of Independent Contractor, attorneys to defend against any action brought against the City for which Independent Contractor is bound to indemnify the City.

5. TERM, TERMINATION. Unless earlier terminated pursuant to the terms hereof, this Agreement will expire on the earlier of (a) the date listed in the Scope of Services or (b) the date that is 1 year after the Effective Date. The City may, at the City’s sole and absolute discretion, terminate this Agreement upon 30 days written notice to Independent Contractor.

The City may terminate this Agreement at any time if the City determines, in the City’s sole discretion, that Independent Contractor is in breach of this Agreement or if Independent Contractor is subject to circumstances that the City determines, in its sole and absolute discretion, reflects negatively on the City. Section 4 above shall survive termination or expiration of this Agreement.

6. INTERPRETATION. Captions and headings are used for reference only and must not be used in construing or interpreting this Agreement. All recitals set forth at the beginning of this Agreement are, by this reference, fully incorporated into this Agreement and the facts recited therein shall be deemed conclusive for any purpose. All exhibits referred to in this Agreement are deemed fully incorporated herein, whether or not actually attached. As used herein (i) the singular include the plural (and vice versa) and the masculine or neuter gender include the feminine gender (and vice versa) as the context may require; (ii) locative adverbs such as "herein", "hereto", and "hereunder" refer to this Agreement in its entirety and not to any specific section or paragraph; (iii) the terms "include,” "including," and similar terms must be construed as though followed immediately by the phrase "but not limited to;" and (iv) the terms “Party” and “Parties” refer only to a named Party or Parties to this Agreement unless the context requires otherwise. All Parties have jointly participated in the negotiation and drafting of this Agreement upon advice of their own, independent counsel or had the opportunity to do so, and this Agreement must be construed fairly and equally as to all Parties as if drafted jointly by them. If there is any conflict between the terms of this Agreement and any other related documents, including any exhibits identified herein, the terms of this Agreement shall prevail.

7. LIMIT ON AUTHORITY; NO PARTNERSHIP. Nothing herein shall be deemed to (1) give either Party the authority to act on behalf of the other in any manner or (2) create any

Approved as to form by City Legal: 01/05/2026 Page 3 of 8 type of joint venture or partnership between the Parties in any manner.

8. INSURANCE. Independent Contractor shall secure and maintain insurance as required by laws and regulations and the terms of this agreement to protect against any liability, loss or expense which occurs or arises as a result of the performance of the services provided pursuant to this agreement or as changed as provided herein. Independent Contractor’s insurer must be authorized to do business in Utah and must have an A.M. Best rating of A VIII or better at the time this contract is executed.

8.1 COMMENCEMENT OF WORK: Independent Contractor nor any subcontractors shall enter the site of the work or commence work under this contract before CITY has received and accepted Certificate(s) of Insurance and Insurance Endorsements and has issued the Notice to Proceed, as applicable.

8.2 INSURANCE CERTIFICATES AND COVERAGE: Insurance certificates shall be issued on all policies required under this contract and shall be signed by an authorized representative of the insurance company. The insurance certificate or the coverage required shall include the following:

8.2.1 The name and address of the insured.

8.2.2 CITY shall be named as a Certificate Holder.

8.2.3 CITY shall be named as an additional primary insured on the General Liability Certificate with CITY listed as non-contributory on the General Liability certificate.

8.2.4 The location of the operations to which the insurance applies.

8.2.5 The number of the policy and the type or types of insurance in force thereunder on the date borne by the certificate.

8.2.6 The expiration date of the policy and the limit or limits of liability thereunder on the date borne by the certificate.

8.2.7 A statement that all coverage is on an occurrence basis rather than a claims basis except for the Professional Errors and Omissions Malpractice Insurance coverage.

8.2.8 A provision that the policy or policies will not be canceled, denied renewal, or reduced in coverage until at least 30 days after written notice has been received by CITY.

8.2.9 Name, address, and telephone number of the insurance company's agent of process in Utah.

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8.2.10 Other information to demonstrate compliance with additional requirements stipulated for the various types of insurance coverage.

8.3 COMPENSATION INSURANCE: Independent Contractor shall, as applicable, obtain and maintain Workers’ Compensation Insurance as required by the Labor Code for all its employees at the site of the work during the life of this contract. Coverage must be provided by a company authorized by the State of Utah to provide Workers’ Compensation Insurance. The insurance shall include:

8.3.1 Insurance certificates shall provide a waiver of subrogation by the carrier to Certificate Holder.

8.3.2 Independent Contractor shall require each subcontractor to provide Workers’ Compensation Insurance for its employees unless such employees are covered by Independent Contractor.

8.3.3 In the event any class of employees engaged in hazardous work under this contract is not protected by the Workers’ Compensation Statute, Independent Contractor shall provide, and shall cause its subcontractors to provide, special insurance for the protection of such employees not otherwise protected.

8.4 COMMERCIAL GENERAL LIABILITY INSURANCE: Independent Contractor shall procure and maintain commercial general liability insurance for the duration of the contract against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the INDEPENDENT CONTRACTOR, its agents, representatives, employees, or subcontractors. The insurance shall remain in effect during the term of this agreement and such that claims reported beyond the date of substantial completion of this agreement are covered and during the warranty period, to the extent that it relates to the activities covered by this Agreement, in such manner and amounts as set forth herein. The Insurance Endorsement shall evidence such provisions.

The minimum commercial general liability insurance shall be as follows:

8.4.1 Comprehensive general liability insurance for injuries, including accidental death, to any one person in any one occurrence in an amount not less than $1,000,000.00 Dollars.

8.4.2 Comprehensive general liability insurance for injuries, including accidental death, to two or more persons in any one occurrence in an amount not less than $4,000,000.00 Dollars (umbrella coverage may be considered).

8.4.3 Broad form property damage insurance in an amount not less than $300,000.00 Dollars.

Such policy shall include each of the following coverages (as applicable):

8.4.4 Comprehensive form

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8.4.5 Premises - operations

8.4.6 Explosion and collapse hazard

8.4.7 Underground hazard

8.4.8 Product/completed operations hazard

8.4.9 Contractual insurance

8.4.10 Broad form property damage, including completed operations

8.4.11 Independent contractors for vicarious liability

8.4.12 Personal injury

8.4.13 Cross liability or severability of interest’s clause shall be included unless a separate policy covering CITY is provided.

8.5 BUSINESS AUTOMOBILE COVERAGE: Independent Contractor shall carry and maintain business automobile insurance coverage on each vehicle used in the performance of the work in an amount not less than $1,000,000.00 Dollars for one person and $3,000,000.00 Dollars for more than one person and for property damage resulting from any one occurrence which may arise from the operations of Independent Contractor in performing the work.

Such business automobile insurance shall include each of the following types:

8.5.1 Comprehensive form, including loading and unloading

8.5.2 Owned

8.5.3 Hired

8.5.4 Non-owned

9. CERTIFICATE RE: IMMIGRATION LAWS. Independent Contractor certifies that it does not and will not during the term of this Agreement knowingly employ, or subcontract with any entity which employs workers in violation of 8 USC § 1324a. Independent Contractor shall produce, at the City’s request, such documents which are required to verify compliance with applicable State and Federal laws. If Independent Contractor knowingly employs workers in violation of 8 USC § 1324a, such violation shall be cause for unilateral cancellation of this Agreement. If this Agreement is terminated due to violation of 8 USC § 1324a, Independent Contractor shall be liable for any and all costs associated with such termination including, but not limited to, any damages incurred by the City as well as attorney fees.

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10. COMPLIANCE WITH PUBLIC CONTRACT BOYCOTTING RESTRICTIONS.

Company certifies that it is in compliance with the public contract boycotting restrictions as set forth in Utah Code § 63G-27-201 and agrees not to engage in any such restricted boycotting for the duration of this Agreement, and to notify the City in writing if it begins engaging in an economic boycott.

11. ACKNOWLEDGEMENT OF PUBLIC DISCLOSURE LAWS. Independent Contractor hereby acknowledges that (1) the City is subject to the Government Records Access and Management Act, Chapter 2, Title 63G, Utah Code Annotated or its successor, (2) pursuant thereto all materials submitted by Sponsor pursuant to this Agreement may be subject to disclosure as government records, and (3) the City has no duty or obligation to withhold any such materials from disclosure in any manner.

12. BENEFICIARIES. This Agreement shall be binding upon and inure to the benefit of the Parties and to their respective heirs, representatives, successors and permitted assignees.

This Agreement is intended for the exclusive benefit of the Parties and permitted assignees and is not intended and shall not be interpreted as conferring any benefit on any third party.

Independent Contractor may not assign the rights or obligations under this Agreement to any third party.

13. ENTIRE AGREEMENT. The Parties intend that this Agreement is the final expression of their Agreement and constitutes their entire understanding regarding this subject matter.

This Agreement supersedes any previous or contemporaneous negotiations or communications of any kind between the Parties and contains all the terms agreed upon between the Parties. No Party relied on any other term, warranty, and/or covenant as an inducement to enter this Agreement.

14. AMENDMENT. The Parties shall not amend or modify this Agreement in any way unless in writing signed by the Parties.

15. FURTHER ACTION. Each Party shall promptly do any act or execute and deliver any document reasonably necessary to comply with their respective obligations under this Agreement in order to carry out the intent of the Parties in consummating this transaction.

16. WAIVER. Neither the failure of either Party to insist upon the timely or full performance of any of the terms and conditions of this Agreement, nor the waiver of any breach of any of the terms and conditions of this Agreement, shall be construed as thereafter waiving any such terms and conditions, but these shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

17. SEVERABILITY. If any court of competent jurisdiction declares any portion of this Agreement unenforceable, the Parties shall deem such portion as severed from this Agreement, and shall deem the remaining parts of this Agreement, including without limitation the remaining parts of the paragraph of which the unenforceable portion was a part, in full force and effect as though such unenforceable portion had never been part of this Agreement. The Parties shall replace any such unenforceable portion with an

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18. FORUM AND LAW. Utah law shall govern this Agreement without respect to any principles of choice of law or conflicts of law. Jurisdiction and venue of any action commenced relating to this Agreement shall be exclusively in courts located in, or with jurisdiction over, Washington County, Utah. Nothing in this Agreement shall be construed to waive the sovereign immunity of the government parties.

19. COSTS AND FEES. Each party shall bear its own costs, expenses, and attorneys’ fees in connection with this Agreement. This obligation includes, without limitation, all costs and expenses which may arise or accrue from enforcing this Agreement or in pursuing any remedy provided hereunder or by applicable law, whether such remedy is pursued by filing a lawsuit or otherwise.

20. NOTICES, REQUESTS, AND COMMUNICATIONS. Unless otherwise set forth above, all notices, requests, and communications required by this Agreement shall be in writing.

Any Party delivering any written document shall deliver the written document by any of the following means: (1) certified or registered mail, postage prepaid, return receipt requested, in which case the written document shall be deemed delivered upon the earlier of actual receipt or three business days after the postmark date, (2) recognized commercial overnight courier, in which case the written document shall be deemed delivered one business day after acceptance for next business-day delivery by the courier, or (3) personal delivery, in which case the written document shall be deemed delivered when received.

The addresses to which the written documents shall be delivered are as follows:

CITY: City of St. George 61 S. Main St.

St. George, Utah 84770

INDEPENDENT

CONTRACTOR:

(Company Name) (Address) (City, State, Zip)

Attention: City Attorney Attention: (Contact Name) Copy: legal@sgcity.org

Any Party shall deliver notice of change of address in the manner described in this section.

Rejection or other refusal to accept a notice or the inability to deliver a notice because of a changed address of which no notice was given will be deemed to constitute receipt of the notice sent.

21. EXECUTION. By executing this Agreement below, the executing individuals acknowledge that (1) they have read this Agreement, (2) they understand its terms, (3) they have had the opportunity to have this Agreement reviewed by independent counsel, (4) they have the full and complete authority to execute this Agreement on their own behalf or on the behalf of any entity which they represent, and (5) they intend to bind themselves or the entity which they represent, if any, to the terms of this Agreement in full. The failure of any executing individual to date their signature will not affect the validity of this Agreement.

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22. COUNTERPARTS. This Agreement may be signed in counterparts and each such counterpart shall constitute an original document. All such counterparts, taken together, shall constitute one and the same instrument. Any signature on this Agreement transmitted by facsimile, electronically in PDF format, or by other generally accepted means of conveying digital signatures (e.g. DocuSign) shall be deemed an original signature for all purposes and the exchange of copies of this Agreement and of signature pages by any such transmission, or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original for all purposes.

In witness of their intention to be bound by the above covenants, obligations, terms and conditions, the Parties hereby execute this Agreement as follows:

CITY OF ST. GEORGE

Jimmie B. Hughes, Mayor

INDEPENDENT CONTRACTOR’S NAME

Name of Signer, Title of Position

ATTEST:

Christina Fernandez, City Recorder

APPROVED AS TO FORM:

CITY ATTORNEY’S OFFICE

Select From Drop-Down

WHEREAS the City desires to hire Independent Contractor to provide the services described on the document attached hereto as Exhibit A (“Scope of Services” or “Project”).