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PROFESSIONAL SERVICE AGREEMENT

This Professional Service Agreement is made effective as of May 1, 2019 (the Effective
Date), between San Juan County, Utah (County) and David Everitt (Independent Contractor).
For and in consideration of the terms of this Agreement, the adequacy of which is hereby
acknowledged, the parties agree as follows:

1. Duties and Scope of Professional Services

(a) Independent Contractor shall serve as the acting County Chief Administrative Officer. He
shall perform all duties and have all authority of the County Chief Administrative Officer as
stated in the attached Job Description, as well as any policies of the County or resolutions of the
County Commission defining the duties of the County Chief Administrative Officer, applicable
Utah law, and such other duties and functions as the County Commission shall from time to time
assign.

(b) Independent Contractor shall work under the supervision of the San Juan County
Commission.

(c) It is understood by the parties that Independent Contractor is not being assigned to this
position on a permanent basis and that the County will commence the process of seeking and
hiring a permanent County Chief Administrative Officer.

(d) As part of his duties under this Agreement, Independent Contractor agrees to assist the
County in finding candidates for the position and will further help train the person hired to fill
the permanent position of County Administrator.

(e) Independent Contractor represents that he has extensive experience in the government
operations, having served as the Chief of Staff and Chief Operation Officer of the Salt Lake City
Municipal Corporation and as the City Manager of Moab, UT, has obtained his law degree from
the University of Utah, and is able to provide professional services as the acting or temporary
County Administrator. A copy of Independent Contractor’s resume is attached to this
Agreement.

(b) Hours of Work. The parties agree that the Independent Contractor must devote a great
deal of time outside normal office hours to the business of the County. The acting County Chief
Administrative Officer position may require work on weekends, during evening hours, or on
holidays. Independent Contractor shall be considered an exempt employee for purposes of the
Fair Labor Standards Act and shall not be entitled to overtime compensation. It is agreed that the
Independent Contractor is expected to be present and working in Monticello at least two (2) days
a week, unless called away for other County business; during the remainder of the work week
Independent Contractor may work remotely.

3. Compensation and Payment

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(a) The County agrees to pay Independent Contractor at a rate of $5,763.00 every two weeks
for his services. Compensation constitutes the sole and all-inclusive payment by the County, but
Independent Contractor shall also be reimbursed for reasonable documented expenses, including
reasonable lodging costs associated with time spent by the Independent Contractor in San Juan
County while performing his duties, telephone and other communication-related expenses, and
mileage reimbursement at a rate of $0.54 per mile associated with travel to and from his
principal residence and travel related to job duties. Independent Contractor shall have full
responsibility and liability, however, and shall bear and pay at its sole expense without any
reimbursement from the County, all costs of every nature he incurs, including: (i) employment
costs, unemployment and workmen’s compensation insurance premiums, employee benefits, and
all other payments or withholdings required by law; (ii) equipment and licensure; (iii) all taxes
due and payable by Independent Contractor; and all other payments or withholdings required by
law.

(b) Bonding. The County shall bear the full cost of any fidelity or other bonds required of
the County Chief Administrative Officer under applicable law.

4. Term

The term of this Agreement commences on the Effective Date and continues until terminated by
either party upon ten (10) days written notice or as otherwise provided in this Agreement or a
Contract Work Order. Upon termination, the County shall pay Independent Contractor only for
the reasonable value of performance, if any, of the services performed through the date of
termination plus reasonable documented expenses. Contractor shall cooperate with the County to
conclude his activities in a professional and orderly manner.

Nothing in this Agreement shall be deemed to require or authorize any administrative process,
hearing, or appeal rights prior to the exercise of any rights by the County. Independent
Contractor shall not be entitled to the process or restrictions on discharge or transfer applicable
to Utah public employees generally, as otherwise provided by U.C.A. § 10-3-1105 and 1106.

5. Status of Independent Contractor

INDEPENDENT CONTRACTOR IS AN INDEPENDENT CONTRACTOR HEREUNDER


AND IS NOT ENTITLED TO WORKERS' COMPENSATION BENEFITS. CONTRACTOR
IS SOLELY OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY
MONEYS EARNED PURSUANT TO THIS AGREEMENT. INDEPENDENT
CONTRACTOR ACKNOWLEDGES THAT NEITHER HE NOR ANY OF HIS EMPLOYEES,
AGENTS, OR SUBCONTRACTORS SHALL BE CONSIDERED EMPLOYEES OF THE
COUNTY OR BE ENTITLED TO ANY INSURANCE, WORKERS COMPENSATION
BENEFITS, TAX WITHHOLDING OR OTHER BENEFITS PROVIDED BY THE COUNTY
TO ITS EMPLOYEES. Nothing herein or in any course of dealing shall make Independent
Contractor an employee or agent of the County. Nothing herein shall be deemed to constitute
either party the partner of the other. It is not the intention of the parties to create, nor shall this
Agreement be construed to create, any commercial or other partnership. Independent Contractor
shall have no capacity to incur debts or obligations on behalf of the County or to bind the County

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in any other way, except as authorized by the attached Job Description, as well as any policies of
the County or resolutions of the County Commission defining the duties of the County Chief
Administrative Officer, and applicable Utah law.

6. Indemnification/Hold Harmless

It is the intention of the parties that Independent Contractor shall be within the coverage of the
Utah Governmental Immunity Act, Utah Code 63G-7-101, for all acts taken with the scope of his
authority as the acting County Chief Administrative Officer. However, to the extent permitted by
law, each party hereto agrees to defend, indemnify, and hold harmless the other party, its
officers, agents and employees against any liability, loss, damage, demand, action, cause of
action or expense of whatever nature (including without limitation costs of environmental
remediation, fines, penalties, court costs and attorneys’ fees or costs and damages incurred by the
indemnified party as a result of the indemnifying party’s actions or omissions that result in loss,
injury, death, or damage sustained by any person, firm, corporation or other entity which arises
out of this Agreement or as a result of the indemnifying party’s failure to comply with any of the
terms and conditions of this Agreement or applicable laws, except to the proportionate extent
that such losses and damages result from the indemnified party’s own gross negligence or willful
misconduct. Notwithstanding any other provision in this Agreement, neither party shall be liable
to the other for special, indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profits or business interruption, and neither
party shall be liable to the other for punitive damages.

7. Miscellaneous Provisions

(a) Notices, Consents, Demands, and Other Communications. All notices, approvals,
demands, and other communications hereunder (“Notices”) shall be in writing and shall be given
by (i) personal delivery, (ii) via email in pdf format, provided the transmitting party has written
confirmation of completion of the transmission, or (iii) certified mail return receipt requested,
postage prepaid. Notices shall be effective and deemed received: (i) on the date of delivery, if by
personal delivery, or electronic communication and delivered on or before 4:00 p.m. on such
day; otherwise it shall be deemed to have been delivered on the next business day following
delivery, or (ii) on the third business day following the date of posting (as evidenced by the
postal receipt) if delivered solely by mail. A party may change its address by Notice to the other
party. Notices to the parties shall be sent to the addresses set forth in the first paragraph of this
Agreement, above.

(b) Entire Agreement. This Agreement constitutes the parties’ sole understanding and agreement
with respect to the subject matter hereof and supersedes all prior negotiations, understandings
and agreements, written or oral, between the parties.

(c) Amendments and Waivers. No amendments, modifications, alterations or waivers of the


terms of this Agreement shall be binding unless in writing and executed by the parties; provided
however, modifications to Contract Work Orders will be binding as herein provided.

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(d) Governing Law. This Agreement shall be governed by and construed in accordance with the
law of the State of Utah, without reference to principles governing choice or conflicts of law.
Venue for any action relating to this Agreement shall be the courts of the State of Utah.

(e) Assignment. This Agreement may not be assigned or transferred by Independent Contractor
to any person.

(f) Attorney’s Fees. In the event of any default under this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys’ fees and costs incurred by virtue of such default
from the non-prevailing party.

(g) Counterparts. This Agreement may be executed in several counterparts, including exhibits,
and all documents so executed shall constitute one agreement which shall be binding on all the
parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives on the date first above written.

[Signatures Found on Following Page]

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SAN JUAN COUNTY
CONTRACTOR:

By: By:

Kenneth Maryboy, David Everitt


Chairman

Date: Date:

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