13-Attachment M Baggage Handling Maintenance Services - Agreement 2026 draft.pdf

Maintenance Services Agreement

For Baggage Handling System

Between

Salt Lake City Corporation

And

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Salt Lake City Corporation and ____________________

Table of Contents

SECTION 1: DEFINITIONS AND AGREEMENT

1.01 Definitions

1.02 Agreement

1.03 Interpretation

1.04 Non-exclusivity

1.05 City’s Representative

1.06 Provider Representative

SECTION 2: SERVICES TO BE PROVIDED

2.01 Scope of Work and Basic Services

SECTION 3: TERM

3.01 Base Term and Option Periods

SECTION 4: COMPENSATION FOR SERVICES

4.01 City’s Payment for Services

4.02 City’s Right of Set-off

4.03 Additional Amounts Due

4.04 Invoicing Address

SECTION 5: USES OF PREMISES

5.01 Premises

5.02 Use of Premises and Other Airport Spaces

5.03 Use of Public Spaces

5.04 Liquidated Damages

5.05 TSA Airport Security

5.06 Safety

5.07 Assignment and Subletting

5.08 Licenses Permits and Taxes

5.09 No Possession or Leasehold Interest

5.10 City’s Access to Premises

5.11 City’s Right to Construct New Facilities

5.12 Cooperation with Airport Development Activities

5.13 City’s Right to Relocate Premises

5.14 City’s Inspection and Repair of Premises

5.15 Maintenance

5.16 Damage to Property

5.17 Telephone Service

SECTION 6: INDEMNITY, INSURANCE AND SECURITIES

6.01 Indemnity Provisions

6.02 Insurance

6.03 Security for Performance

SECTION 7: ENVIRONMENTAL REQUIREMENTS

7.01 Comply with All Requirements

7.02 Status and Acceptance of the Premises

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7.03 Environmental Indemnification

7.04 Hazard Communication Standard

SECTION 8: TERMINATION

8.01 Default by Provider

8.02 Remedies

8.03 Default by City

8.04 Surrender Upon Termination

SECTION 9: DISPUTE RESOLUTION

9.01 Dispute Resolution Process Required

9.02 Dispute Resolution Process

SECTION 10: MISCELLANEOUS PROVISIONS

10.01 Agreement Subject to Agreements with United States

10.02 Right of Flight/Airport Protection

10.03 Right to Amend

10.04 Comply with All Laws

10.05 Damage to Property

10.06 Ethical Standards

10.07 Confidentiality and Government Records Act

10.08 Employment Status Verification System

10.09 Non-exclusive Remedies

10.10 Survival

10.11 Approvals

10.12 Time of the Essence

10.13 Relationship of Parties

10.14 Force Majeure

10.15 Notice Addresses

10.16 No Third-Party Beneficiaries

10.17 Further Assurances

10.18 Severability Clause

10.19 Covenants, Conditions, and Restrictions

10.20 Joint and Several Obligations

10.21 Limitation on City Liability

10.22 No Limit on City’s Powers

10.23 Non-Waiver

10.24 Nonliability of Agents and Employees

10.25 Representations by the Provider

10.26 Complete Agreement

10.27 Governing Law and Venue

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MAINTENANCE SERVICES AGREEMENT FOR BAGGAGE HANDLING SYSTEM

THIS MAINENTANCE SERVICES AGREEMENT FOR BAGGAGE HANDLING

SYSTEM (“Agreement” or “Agreements”) is between SALT LAKE CITY CORPORATION, a

Utah municipal corporation (“City” or “Sponsor”) and ____________, a ____ __________

[corporation, LLC, etc.], ), authorized to and doing business in Utah, (“Provider”) and is dated as of the date the City Recorder attests the applicable City signature which date shall be the recordation date (the “Effective Date”).

RECITALS

A. City owns the Salt Lake City International Airport (“Airport”) and through its

Department of Airports (“SLCDA”) operates the Airport.

B. City and Operator desire to enter into an agreement for Operator to provide the services specified below for the specified term.

C. The City issued a Request for Proposals September 14, 2026, in connection with this

Agreement to provide baggage handling system maintenance services.

AGREEMENT

In consideration of the foregoing recitals and the following terms, conditions and mutual promises, the parties agree as follows:

SECTION 1: DEFINITIONS AND AGREEMENT

1.01 Definitions.

The following terms, when capitalized in this Agreement, shall have the following meanings, unless the context clearly indicates a different meaning:

(a) “Airport” means the Salt Lake City International Airport.

(b) “Airport Facilities” means the buildings and equipment on the greater airport campus including but not limited to the terminal, concourses, parking structure, maintenance buildings, shuttle buses, operations buildings, and cargo facilities.

(c) “Airport Rules and Regulations” means rules, policies, regulations, directives and orders promulgated by the Department as they may be amended from time to time.

(d) “Agreement” means this Maintenance Services Agreement For Baggage

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Handling System, including all exhibits attached hereto, and other documents as set forth in Section 1.02 below.

(e) “Base Term” means the initial term of this Agreement as set forth in Section

2.01 below.

(f) “Basic Services” means the services specified at Exhibit “A,” and as generally described at Section 2.01 below

(g) “City” means Salt Lake City Corporation.

(h) “Compensation” means all monetary consideration paid to Provider as reflected in Section 4 below.

(i) “Contract Commencement Date” means July 1, 2027.

(j) “Contract Effective Date” means the date of execution of the Agreement.

(k) “Provider” means ________________.

(l) “Contract Year” means a period of one year beginning on Commencement

Date ________, 202_ and ending on ________, 202_, and for every year thereafter, a period of one year ending on ________, 202_. Partial Contract Year means any portion of a Contract Year less than a full year as described in this subparagraph.

(m) “Department” or “SLCDA” means the Salt Lake City Department of Airports.

(n) “Environmental Requirements” has the meaning set forth in Section 8.01.

(o) “Government Records Access and Management Act” or “GRAMA” means

Chapter 2, Title 63G, Utah Code Annotated or its successor.

(p) “Notice Address” means the addresses for City and for Provider set forth in

Section 11.15 below.

(q) “Premises” means the real property provided to Provider under this

Agreement as described in Section 5.01below.

(r) “Reimbursable Expenses” shall mean all approved budgeted operating expenses incurred by Provider in the operation of the Scope of Work and Basic

Services and other services described herein, as well as other expenses not provided for in the budget, but which are specifically approved, in advance and in writing, by City. Reimbursable Expenses are separate from, and in addition to the Management Fee.

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(s) “Restricted Activities” means acts in connection with use of the Premises, Airport Facilities and other areas at the Airport, whether or not regulated by law, that may pose a hazard to the health or safety of others as further described in Section 8.01.

(t) “Scope of Work (SOW) and Basic Services” means the standards set by City for the operation of Provider’s business as further described in Exhibit E.

1.02 Agreement.

(a) This Agreement shall consist of this instrument including all exhibits attached hereto, and the following documents, which are incorporated herein by this reference:

(i) City’s Request for Proposals (“RFP”) in connection with this

Agreement dated September 14, 2026, and all addenda and attachments thereto.

(ii) Provider’s proposal response, except those portions that have been rejected in writing by City, in connection with this Agreement in its entirety including all exhibits, schedules, addenda, presentation materials, letters, supplements and attachments or other documents, or any material representations.

(iii) All insurance policies, bonds, letters of credit, guaranties or other sureties or assurances issued in connection with this Agreement as updated from time to time.

(b) In the event of any direct conflict between this Agreement and any of its exhibits or any document incorporated herein, the terms of this Agreement shall govern.

1.03 Interpretation.

This is an arm’s length transaction between City and Provider, and the parties mutually agree that for the purpose of construing the terms of this Agreement neither party will be deemed responsible for the drafting of this Agreement. The headings of this

Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope or intent of any provisions of this Agreement, and will not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof.

1.04 Non-exclusivity.

Provider acknowledges that City may hire other contractors to perform work similar to that which is within Provider's scope of work under this Agreement.

Provider further acknowledges that this Agreement is not a guarantee of the

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assignment of any work and that City may assign work to various providers solely within City's discretion.

1.05 City’s Representative.

City has designated City’s Aviation Service Manager, or his/her designee as City’s

Representative for this Agreement, who shall have authority to act in City’s behalf with respect to the Airport baggage handling system maintenance services, except with respect to signing any agreement or amendment.

1.06 Provider Representative.

The Provider has designated ____________________, or his or her designee as the

Provider's representative who shall have authority to act on behalf of the Provider.

Provider shall not change the Provider's representative without at least seven (7) days prior written notice to City. Any replacement for the Provider's representative shall be at least as qualified for the work as the person being replaced. The hourly rate for any such replacement representative shall not exceed the hourly rate of the person being replaced.

SECTION 2: SERVICES TO BE PROVIDED

2.01 Scope of Work and Basic Services.

Provider shall perform the “Scope of Work” and “Basic Services," as more fully specified in Exhibit A, attached hereto and hereby incorporated by reference, generally described as baggage handling system maintenance services.

2.02 Commencement of Work.

Provider shall begin providing the Basic Services on the Commencement Date and shall continue through the term of the Agreement. For any work authorized pursuant to a written task order (“Task Order”), Provider shall only commence work after receiving written authorization to proceed from the City, and Provider shall diligently pursue Task Order to completion.

SECTION 3: TERM

3.01 Base Term and Option Periods.

This Agreement shall commence as of the Effective Date and shall continue thereafter for a Base Term of approximately five (5) years.

City may at its sole option extend the term of this Agreement beyond the Base Term for up to three (3) additional periods of one (1) year each as City may determine on an annual basis (“Option Term”). City shall exercise each such option by placing written notice of

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such extension in the U.S. mail to Provider’s Notice Address at least sixty (60) calendar days prior to the expiration of this Agreement.

Provider may complete any specifically assigned Basic Service project authorized before the end of the Base Term or any Option Term until completion of the authorized Basic

Service project upon the same terms and conditions in effect at the expiration of the Base

Term or Option Term (“Limited Continuation Term”). No additional Basic Services that were not started before the expiration of the Basic Term or Option Term may be started during the Limited Continuation Term.

SECTION 4: COMPENSATION FOR SERVICES

4.01 City’s Payment for Services.

City shall pay Provider for the Scope of Work and Basic Services as provided in Section

2.01 in the manner set forth in Exhibit __.

4.02 City’s Right of Set-off.

City shall have the right to deduct from any sums owed by City to Provider the amount of any sum owed by Provider to City, whether such sum arises pursuant to this or any other agreement, pursuant to any law or policy, or otherwise.

4.03 Additional Amounts Due.

All other amounts due under this Agreement, or which are otherwise attributable to

Provider in connection herewith, are additional amounts due under this Agreement.

Without limitation, such amounts shall include the following:

(a) City Advances. If City pays any amount on behalf of Provider, whether in connection with security violations, fines, penalties, taxes, charges, fees, or otherwise, such amount shall constitute an advance by City to Provider, and

Provider shall pay all amounts due to City within thirty (30) days of receipt of an invoice for such amounts.

(b) Telephone/data service provided by City under Section 5.18 of this Agreement.

(c) Liquidated damages.

(d) Fines.

(e) Fees.

(f) Civil penalties. Civil penalties include all amounts allowed by applicable law.

(g) Interest charges.

(h) Damages.

4.04 Invoicing Address.

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The Provider shall submit all invoices and reimbursable expense requests required under this Agreement to the following address:

Salt Lake City Department of Airports

Attn: Finance Division

Salt Lake City International Airport

P.O. Box 145550

Salt Lake City, Utah 84114-5550

Fax No. (801) 575-2817

Airportap@slc.gov

SECTION 5: USES OF PREMISES

5.01 Premises

The Premises are not leased to Provider but may be used by Provider, with the City’s permission, for the purposes stated in this Agreement.

(a) The Premises shown on Exhibit E, attached hereto and hereby incorporated by reference.

5.02 Use of Premises and Other Airport Spaces.

Provider will use the Premises solely for the providing of baggage handling system maintenance services to the exclusion of any other use. Provider shall not engage in any other business activity at or on the Airport unless it is provided for by a separate written agreement with City.

(a) No Unlawful Use. Provider will make no unlawful, improper, or offensive use of

Premises or any other area at the Airport. Without limitation, Provider shall not allow the Premises or other areas at the Airport or any part thereof to be used in any manner, or anything to be done therein, or allow anything to be brought into or kept thereon which would in any way (a) violate any law or requirement of public authorities, (b) cause structural injury to any building or structure, (c) interfere with the normal operations of heating, air-conditioning, ventilating, plumbing or other mechanical or electrical systems, (d) constitute a public or private nuisance, (e) alter the appearance of the exterior of any building or structure, or (f) which may be prohibited by either party’s insurance policies or any endorsements thereto.

(b) No Interference or Unauthorized Activities. Provider agrees to refrain from and prevent any use of the Premises or other Airport property that would interfere with or adversely affect the operation or maintenance of the Airport or otherwise constitute an Airport hazard, obstruction or breach of security requirements. Provider will not annoy, disturb or offend Airport customers or tenants. Provider shall not engage in any unauthorized activities.

mailto:Airportap@slc.gov

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(c) Without charge to Provider, City shall provide the operational areas shown on

Exhibit E to this Agreement.

5.03 Use of Public Spaces.

Provider will have the right to use all public Airport areas as reasonably required for access to and from the Premises, and any designated parking areas, provided its agents, employees, suppliers, or guests abide by Airport Rules and Regulations and any other applicable laws or policies as they may be amended from time to time.

5.04 Liquidated Damages.

Provider hereby reaffirms its obligation to abide by the provisions of this Agreement and agrees that failure to do so damages City, the exact amount of which damages may be impossible to quantify with any accuracy. Therefore, City may, in addition to any other remedies provided for herein, impose liquidated damages upon Provider in the following amounts, not as a penalty, but as liquidated compensatory damages, if City determines that the following requirements are not being met to its reasonable satisfaction:

Violations Liquidated Damages

Performance Issues – Not satisfactorily resolved within 24 hours of notification by City’s ASM.

$300.00 per occurrence.

Recurring deficiencies of the same nature that exceed 3 in any

90-day period.

$1,000.00 per occurrence.

Control Calls – Non-responsive or slow response (longer that

10 minutes) to hazard calls.

$100.00 per occurrence.

Damages to facilities, equipment, or materials caused by improper use of chemicals or equipment

$100 plus repair charges per occurrence.

Employees not in proper uniform, unprofessional or rude. $50.00 per occurrence.

Waste water from cleaning equipment not filtered prior to dumping into Airport sanitary system.

$100.00 per occurrence, plus necessary restitution costs.

Not maintaining Minimum Allowable Labor-hours on any particular shift due to absenteeism.

$30.00 per labor hours, per occurrence.

Mop sink filters used for filtering waste water not installed or kept clean and free of debris.

$50.00 per occurrence.

Carpet or mop fibers found to be cause of sewer system backups.

Actual cost of clearing blockage, plus necessary restitution costs.

Provider may contest any liquidated damages under the dispute resolution procedures set forth in Section 9. City’s failure to impose liquidated damages for any violation of the requirements set forth above shall not waive any right or prohibit City from doing so for subsequent violations.

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5.05 TSA Airport Security.

Provider acknowledges that security is of primary importance at the Airport, and that security requirements are likely to change during the term of this Agreement. Provider shall at all times comply with all federal, state and local security laws, regulations, policies, requirements and directives whether written or verbal, including, without limitation, 49 CFR Part 1542 “Airport Security” or any amendment or successor thereto, and Provider will work cooperatively with City in connection with the same. Provider understands and agrees that the same may impact Provider’s business operations and costs. Provider further agrees that it shall be strictly liable for the payment of any civil or criminal penalties assessed against the Airport or Provider relating to security, and shall be solely and fully responsible for any and all breaches of security and the consequences thereof for any reason, including any consequences resulting from any acts and or omissions of its officers, employees, representatives, agents, servants, subtenants, consultants, contractors, successors, assigns, and suppliers. The provisions of this

Section 5.05 shall in no way be construed to limit Provider’s obligations and City’s rights set forth in Section 7 of this Agreement.

5.06 Safety.

Provider agrees to take necessary safety precautions within its reasonable control and comply with applicable provisions of federal, state and local safety laws and building codes to prevent accidents or injury to any of its employees, agents, customers or others on, about or adjacent to the Premises, Airport Facilities or any parking areas. This safety requirement shall not relieve any contractor or consultant performing work for Provider from complying with the safety requirements of its contract or applicable law. City may, but is not obligated to, stop Provider’s operations if safety laws or safe work practices are not being observed.

5.07 Assignment and Subletting.

City has solicited baggage handling system maintenance services firms in connection with this Agreement in a manner necessary to meet specific requirements of City. City’s facilities are constrained in available space, and City needs to provide a quality level of service to the public and avoid congestion in the Airport. City considered a variety of factors relative to Provider when determining whether City’s requirements had been met and determined to award this Agreement in City’s best interests to meet those requirements, and consistent with applicable federal, state and local law giving City discretion to make this award in City’s best interests. Therefore, City and Provider expressly agree that Provider shall not assign this Agreement or any right or privilege conferred hereunder, either in whole or in part, or sublet all or any part of the Premises, unless City in its sole judgment consents to such an assignment or sublease as being consistent with City’s needs. Provider further expressly agrees that 11 U.S.C. § 365(f) shall not apply to this Agreement, and that 11 U.S.C. § 365(c)(1) shall apply. Any change in the control of Provider (defined for purposes of this Agreement as a sale or transfer of more than fifty percent [50%] of the ownership interests in Provider) will be deemed an assignment for purposes of this Section. City shall have the right to transfer its interest in

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the Premises or this Agreement at any time. In the case of such a transfer, Provider shall attorn to said transferee and recognize the same as the new lessor hereunder. Thereafter, City shall be relieved of any obligations accruing from and after the date of transfer as long as the transferee agrees to assume all obligations hereunder.

5.08 Licenses Permits and Taxes.

Provider shall comply with the following:

(a) Licenses and Permits. Provider will have and maintain in current status all federal, state, and local licenses and permits required for the operation of the business conducted by Provider.

(b) Taxes. Provider agrees to bear, pay, and discharge, on or before their respective due dates, all federal, state, and local taxes, fees, assessments, and levies, including ad valorem real estate, intangible, and personal property taxes, which are now or may hereafter be levied upon the leasehold, or upon

Provider, or upon the business conducted on Premises, or upon any of

Provider's property used in connection therewith

5.09 No Possession or Leasehold Interest

Provider shall use these Premises with the permission of the City, and Provider shall have no leasehold or possessory interests or rights whatsoever in the Premises used by

Provider under this Agreement. Provider makes use of the Premises solely at the discretion and will of the City in connection with providing services hereunder. City may make concurrent uses of such Premises or remove permission for Provider to use any such Premises as City may determine, in City’s sole discretion.

5.10 City’s Access to Premises.

The Premises are City’s Premises, and City shall have the right for City and its agents, employees, suppliers, contractors, consultants and representatives to access and ingress and egress over, through and across the Premises at any time for any purpose.

5.11 City’s Right to Construct New Facilities.

City is in the process of implementing a airport redevelopment program (“ARP”) at the Airport. City reserves the right to pursue the planning, financing and construction of new facilities of any nature as City may determine to accommodate City’s business needs, and City may take any action that City deems desirable in connection therewith.

City also reserves the right to terminate this Agreement prior to the term hereof in order to commence construction.

5.12 Cooperation with Airport Development Activities.

Provider understands and agrees that City is pursuing development activities that may affect the Premises and other areas at the Airport. Provider agrees to work cooperatively

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and in good faith with City and all other tenants or participants in City’s Airport development activities to minimize any disruptions and provide for successful services under this Agreement. If requested by City, Provider will cooperate with and assist the

Department in the development and implementation of any plans, designs, operational matters, or transition matters that may arise in connection with such activities.

5.13 City’s Right to Relocate Premises.

City has the right to relocate or require the relocation of the Premises or any portion thereof at any time as City may determine in its sole discretion. In connection with any such relocation, Provider shall pay the cost of Provider’s moving expenses.

5.14 City’s Inspection and Repair of Premises.

City and its authorized officers, employees, agents, contractors, subcontractors, and other representatives shall have the right (at such times as may be reasonable under the circumstances and with as little interruption of Provider’s operations as is reasonably practical) to enter upon the Premises for the following purposes:

(a) Inspect. To inspect such Premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether

Provider has complied and is complying with the terms and conditions of this

Agreement with respect to such Premises.

(b) Maintain. To perform maintenance or make repairs and replacements in any case where Provider is obligated but has failed to do so after City has given reasonable written notice. If the work prescribed in the notice is not completed by Provider in a manner reasonably satisfactory to City, and Provider fails to correct such work within the time specified by City in the mailed notice, City may, at City’s sole option, and at Provider’s sole cost and expense, enter upon the Premises and perform whatever work may, in the opinion of City, be required to correct the maintenance deficiencies. If City exercises this option, Provider shall pay to City a sum equal to the direct cost of labor and materials expended for said work, plus a surcharge equal to twenty percent (20%) of said direct cost for administration.

(c) Allow Other Things. To do any and all things that City deems necessary for the proper general conduct, security, maintenance and operation of Airport provided that City agrees not to treat Provider less favorably than other tenants of City similarly situated.

5.15 Maintenance.

City shall maintain in good repair all real property owned by City which Provider may occupy as the Premises. Provider shall maintain in good repair all personal property owned by Provider. Provider covenants and agrees at its expense and without cost or expense to City during the term hereof after the occupancy of Premises to the following:

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(a) Provider shall maintain in good repair and keep in a clean, neat, safe, sanitary, and orderly condition at all times Premises and any improvements therein, whether installed by Provider or City.

5.16 Damage to Property. City will repair and bill Provider.

Provider shall be responsible for any and all damage to property belonging to City and/or City’s tenants to the extent caused by an act or omission of Provider or any of their agents or employees. City shall be responsible for repairing any damaged property to the

City’s satisfaction and Provider shall reimburse City for the costs thereof. Provider shall promptly notify City of any such property damage, or other potential claims or losses relating to such property.

5.17 Telephone Service.

Provider must obtain telephone services from a third party provider at Provider’s own expense.

SECTION 6: INDEMNITY, INSURANCE AND SECURITIES

6.01 Indemnity Provisions.

(a) Provider shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney’s fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively "Claims") directly or indirectly arising from, related to or connected with, in whole or in part, Provider's work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Provider or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by

Provider or Provider's officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Provider's subcontractors or suppliers of any tier, or if any officers, agents, consultants, employees or representatives of Provider or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Provider or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement

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(collectively "Acts and Omissions"). This indemnification obligation includes any penalties or fines assessed by the Federal Aviation Administration or

Transportation Security Administration as well as any other costs to the City, such as investigation and security training, incurred as a result of any violation of federal security regulations, including the Airport security plan, by the

Provider, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable.

(b) Provider shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that Provider, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts and Omissions, regardless of whether such allegations or assertions are true and whether or not Provider, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts and Omissions.

(c) Provider’s duty to defend shall arise only upon City's tender of defense to

Provider in writing. Upon receipt of City's tender of defense, if Provider does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Provider shall pay and be liable for the reasonable costs, expenses and attorneys' fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision.

(d) Nothing herein shall be construed to require Provider to indemnify, hold harmless, or defend City from City's fault, which shall be apportioned between the parties based on the proportionate share of fault of each party.

(e) The parties intend that the indemnity and defense provisions in this Section

6.01 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy.

(f) Provider’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with Provider, indemnify and defend City, and City's officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and

Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or

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persons under their direction or control, to at least the same degree as

Provider is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this

Agreement. Nothing in this Agreement shall prevent Provider from making a claim against its subcontractors for contribution at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Provider and its subcontractors.

(g) The Provider hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement.

(h) The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the Provider, a subconsultant or subcontractor under workers' compensation acts, disability benefits acts, or other employee benefit acts.

(i) If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Provider shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney’s fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Provider and persons employed or utilized by the Provider in the performance of the Agreement.

(j) Environmental Indemnity. Provider’s Acts and Omissions, for purposes of this

Agreement, shall include, without limitation, any violation of federal, State or local environmental laws or requirements by Provider or Provider’s officers, directors, agents, subcontractors or suppliers of any tier, and Provider’s indemnification obligation shall include (but not be limited to) all cleanup and remedial costs, diminution in the value of City’s property, and reasonable legal fees and costs incurred by City in connection with any such violation or the enforcement of this provision.

(k) The provisions of this Section 6.01 shall survive the termination of this

Agreement and the completion of the work and shall apply to all Claims regardless of whether they arise before or after completion of the work under the Agreement.

6.02 Insurance.

Provider must be covered by insurance for Provider’s operations and for subcontractors, and for all other parties for whom the Provider is legally liable. Provider, at its own cost and expense, shall secure and maintain the following policies of insurance:

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(a) Commercial General Liability Insurance. Provider shall provide and maintain commercial general liability insurance naming City as additional insured on a primary and non-contributory basis in comparison to all other insurance including City’s own policy or policies of insurance, for all claims against City described herein. Commercial general liability insurance shall include coverage for bodily injury and property damage, products and completed operations liability, premises operations, acts of independent contractors, and such other coverage as may be necessary to protect City herein from such claims and actions. Said insurance shall have limits of not less than $5,000,000 per occurrence limit of liability. If the policy is issued on a claims made basis, the policy shall be maintained for a period of one (1) year following the completion of this Agreement or contain a comparable "extended discovery" clause or "tail coverage."

(b) Business Auto Coverage Form. Whenever Provider or any subconsultant or subcontractor shall use and operate automobiles, trucks, or other vehicles on

Airport or public streets and highways in complying with the terms and conditions of this Agreement, each such Provider, subconsultant or subcontractor shall carry Business Auto Coverage Form. The policy or policies shall provide coverage for owned, hired and non-owned automobiles. The policy or policies shall have limits of not less than $5,000,000 per occurrence limit of liability.

(c) Workers’ Compensation and Employers Liability. The policy shall provide

Workers’ compensation and employer’s liability insurance sufficient to cover all of Provider’s employees pursuant to Utah law, unless a waiver of coverage is allowed and acquired pursuant to Utah law. In the event any work is subcontracted, Provider shall require its subcontractor(s) similarly to provide workers’ compensation insurance for all of the latter’s employees, unless a waiver of coverage is allowed and acquired pursuant to Utah law.

(d) Business Personal Property Insurance. Provider shall insure for business personal property coverage any and all Provider personal property and improvements on Premises and any other areas at the Airport used by

Provider. Such insurance shall be in an amount equal to the full insurable replacement value of such personal property and improvements belonging to

Provider.

(1) Such special form coverage insurance policies shall contain loss payable endorsements in favor of the parties as their respective interests may appear hereunder.

(2) Such special form coverage insurance policies may have a loss payable clause in favor of any approved mortgagee or lender of Provider, as its interests may appear.

(Verify with Risk Manager)

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(e) Cyber Risk Insurance. Liability insurance subject to a limit of at least $5,000,000 per claim to be maintained for the duration of this Agreement and one year following its termination, to respond to privacy and network security liability claims including, but not limited to:

(1) Liability arising from theft, dissemination, and/or use of City confidential information, including, but not limited to, bank, credit card account, and personally identifiable information such as name, address, social security numbers, etc., regardless of how the information is stored or transmitted.

(2) Network security liability arising from (i) the unauthorized access to, use of, or tampering with computer systems, including hacker attacks; or (ii) the inability of an authorized third party to gain access to supplier systems and/or City data, including denial of service, unless caused by a mechanical or electrical failure.

(3) Liability arising from the introduction of a computer virus into, or otherwise causing damage to, a customer's or third person's computer, computer system, network, or similar computer-related property and the data, software, and programs thereon.

(4) Crisis-management expenses (i.e., notification, public relations, reputation damage, forensics, etc.) which are customary and reasonable for a data breach.

(f) Additional Insured and Pre-Cancellation Notice. The insurance policies required above shall contain an endorsement listing Salt Lake City Corporation as an additional insured (except for the workers’ compensation required in subparagraph 6.02(c) of this Section) and shall further provide that the policy may not be canceled or modified in a way which impairs the protection of the additional insureds without thirty (30) days prior written notice to City.

(g) Certificates of Insurance. Prior to execution of this Agreement by City, the

Provider shall provide City with certificates evidencing the coverage described above in a form acceptable to the Salt Lake City Attorney's Office. All certificates of insurance shall list Salt Lake City Corporation as Certificate

Holder.

(h) Delivery of Certificates of Insurance. Provider shall deliver certificates of insurance either by mail to the Notice Address listed in Section 11.15, email to airportinsurance@slc.gov.

(i) Rights Reserved by City. City reserves the right to increase limits and coverage hereunder consistent with industry standards, statute or judicial decision, or

Airport policy; provided, however, that any such increase shall be consistent with other similarly situated consultants. Provider shall then cause its insurance coverages hereunder increased to any such new limit.

mailto:airportinsurance@slc.gov

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(j) City Continuance of Coverage. If any of the policies of insurance required from the Provider are canceled or lapse, City may, at City's sole discretion, obtain substitute coverage at reasonable rates. City may deduct the cost of such coverage, plus ten percent (10%) for administrative charges, from any monies owing to the Provider.

(k) Policies of Insurance. At City's request, the Provider shall provide City with the actual policies providing the coverage required above.

(l) Quality of Insurance Companies. All policies of insurance provided shall be issued by insurance companies qualified to do business in the State of Utah and listed on the United States Treasury Department's current Department of

Treasury Fiscal Services List 570 or having a general policyholders rating of not less than "A-" in the most current available A.M. Best Co., Inc.'s, Best Insurance

Report.

() Waiver of Subrogation. Notwithstanding any other provisions contained in this

Agreement, Consultant hereby waives any rights it may have against City on account of any loss or damage to its property related to the services described herein, which arises from any risk generally covered by the insurance or any other insurance required to be carried hereunder, whether or not City may have been negligent or at fault in causing such loss or damage. Consultant shall obtain a clause or endorsement in the policies of such insurance which it obtains in connection with the Leased Premises or other area at the Airport to the effect that the insurer waives, or shall otherwise be denied, the right of subrogation against the City for any loss covered by such insurance.

6.03 Security for Performance.

Prior to execution of this Agreement, Provider shall provide a performance and payment bond or letter of credit to City in an amount equal to twenty-five percent (25%) of the annual rent payment to the City, in a form acceptable to the Salt Lake City

Attorney’s Office. The amount of the bond may be adjusted by City from time to time. The performance bond or letter of credit must be irrevocable without the possibility of cancellation and shall automatically renew until cancelled or returned by City. The parties agree that this deposit shall be held by City throughout the term of this Agreement as security for Provider’s full performance of all its obligations to City, and that City may apply such deposit in City’s sole discretion to any sum that Provider owes to City under this or any other agreement or obligation to pay, including without limitation late rent, property damage, fines charged to City for conduct of Tenant, badging costs, interest and fees, or other monetary obligations of any kind. Upon expiration or termination of this

Agreement for any reason, City shall refund the available remaining portion, if any, to

Provider within one hundred-twenty (120) days of City’s determination that all amounts due to City have been paid. Provider shall have no entitlement to any deposit funds until such time.

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SECTION 7: ENVIRONMENTAL REQUIREMENTS

7.01 Comply with All Requirements.

(a) Provider shall use the Premises and any other areas at the Airport in compliance with all applicable federal, state or local statutes, ordinances, regulations, orders, policies, and administrative rules, including, without limitation, those issued by City (including any environmental practices and/or policies adopted by City or Department for use in connection with the Airport), which are now existing or hereafter enacted or issued, or the requirements of common law, which in any way pertain to the environment and/or to Provider’s use of the Premises and any other areas at the Airport (“Environmental

Requirements”). Without limitation, such matters include Provider’s (1) use of the Premises and any other areas at the Airport; (2) transportation, handling, or discharge of any materials; or (3) storage, treatment, or disposal of any waste in connection with Provider’s use of the Premises.

(b) Provider shall act with due care and in compliance with industry practices in connection with materials and substances used by Provider at the Airport, even if not regulated by law or requirements as aforesaid, so as not to pose a hazard to the health or safety of the current or future occupants of the Premises and any other areas at the Airport or to the owners or occupants of property adjacent to or in the vicinity of the same or to the environment (“Restricted

Activities”).

(c) Without limiting the generality of the foregoing, Provider shall not discharge any hazardous wastes or other materials down the storm drains or sanitary sewers on the Premises and any other areas at the Airport or on any other property of City. Provider shall not cause contamination of the Premises and any other areas at the Airport arising from Restricted Activities or by

“hazardous,” “controlled,” “regulated,” or “waste,” substances, or substances described by similar terms, within the meaning of Utah Code Title 19, the Utah

Administrative Code on Environmental Quality, the Federal Comprehensive

Environmental Response, Compensation and Liability Act, the Superfund

Amendments and Reauthorization Act, the Federal Resource Conservation and

Recovery Act, the Federal Clean Air or Clean Water Act, or similar applicable law, regulation, policy, or standard, as amended from time to time, or as enacted or issued in the future by federal, state, or local governmental authorities, including, without limitation, City, concerning protection of the environment.

(d) Provider further agrees to execute and deliver to City any documents reasonably required by City in connection with any environmental matter, including disposal.

7.02 Status and Acceptance of the Premises.

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Provider understands and agrees that City has not performed any environmental assessments or studies of the Premises as of the Commencement Date, and Provider accepts the same “as is.” Provider may conduct such assessments or studies in consultation with Department at Provider’s sole expense and shall provide to the

Department a copy of any results from such an assessment or study.

7.03 Environmental Indemnification.

Environmental indemnification shall be as stated in Section 6.01(j).

7.04 Hazard Communication Standard.

Provider agrees at all times hereunder to be subject to regulations imposed by 29 CFR

Part 1910.1200 “Hazardous Communication Standard” or any successor thereto. Provider agrees that it shall be solely responsible for any and all violations of the Hazard

Communication Standard resulting from the negligence of intentional acts of omission or commission of officers, employees, representatives, agents, servants, contractors, subcontractors, successors, assigns and suppliers of Provider.

SECTION 8: TERMINATION

8.01 Default by Provider.

The occurrence of any of the following events shall constitute a default by Provider under this Agreement: (a) Provider assigns, transfers, or encumbers this Agreement or any part of Premises except when in strict compliance with the terms of this Agreement;

(b) Provider files a petition in bankruptcy, becomes insolvent, has a petition filed against

Provider in bankruptcy, or insolvency or for reorganization or appointment of a receiver or trustee, which is not dismissed within sixty (60) days; (c) Provider petitions for or enters into an arrangement for the benefit of creditors or suffers this Agreement to become subject to a writ of execution, and such writ is not released within thirty (30) days; (d) Provider abandons, deserts, or vacates any part of Premises or discontinues operation without prior written consent of the Department for seven (7) or more consecutive days; or (e) except as otherwise set forth above, Provider violates or fails to perform any other obligation to be performed by Provider under this Agreement and fails to cure the same within twenty (20) days following written notice of such violation from

City.

8.02 Remedies.

On any default by Provider under this Agreement, City may at any time, without waiving or limiting any other right or remedy available to City, (a) terminate Provider’s rights under this Agreement by written notice, (b) re-enter and take possession of

Premises by any lawful means (with or without terminating this Agreement), or (c) pursue any other remedy allowed by law. Provider shall pay to City the reasonable cost of recovering possession of the Premises, all reasonable costs of reletting the Premises, and

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all other reasonable costs and damages arising out of Provider’s default, including reasonable attorneys' fees and costs. Notwithstanding any termination of Provider’s rights under this Agreement or re-entry of the Premises, the liability of Provider for all amounts payable under this Agreement shall not be extinguished for the balance of the term, and Provider agrees to compensate City on demand for any deficiency.