2-Attachment A - Sample Agreement.docx

CONTRACT NO. CA-00####

Rev. /CT

SAMPLE AGREEMENT

ADMINISTRATIVE APPEALS OFFICER ADMINISTRATIVE HEARING SERVICES

DEPARTMENT OF FINANCE

THIS AGREEMENT is between SALT LAKE CITY CORPORATION, a Utah municipal corporation (“City”), and _________, an individual (“Contractor”), and is dated as of the date the City Recorder attests the applicable City signature (which date shall be the recordation date).

RECITALS

1. Contractor desires to provide certain administrative appeals officer administrative hearing services for the City.

2. City desires to engage Contractor for such services.

AGREEMENT

In consideration of the promises and covenants hereinafter contained, the parties agree as follows:

1. Contractor shall provide certain administrative appeals officer administrative hearing services for the City as described in Exhibit “A.” The initial term of this Agreement shall commence on the date of this Agreement if later than the aforementioned date and shall continue for a period of three (3) years from the commencement of the initial term. City may extend this agreement for one (1) additional three (3) year term, under the same terms and conditions. Notice of term extensions shall be in electronic mail at least thirty (30) days before the expiration of the original term of this Agreement, or any renewal term, in order for such extension to be effective. After all annual term extensions have been exercised, City shall have the right to extend this Agreement for an additional term of up to four (4) months by giving Contractor written notice at least ten (10) days before the expiration of the term, provided, however, that City may terminate such additional term by giving Contractor at least five (5) days prior written notice of such termination.

Work authorized during the initial term of this Agreement may continue until that work has been completed. No additional work shall be authorized after the expiration of the initial term.

2. For services provided to City, Contractor shall be paid as specified under Exhibit “B” (Price Schedule).

3. For such consideration, Contractor shall furnish all materials, supervision, labor, and equipment to complete the requirements of this Agreement.

4. The following indemnification requirements apply to this Agreement:

A. Contractor shall indemnify, save harmless, and defend City, its officers and employees, from and against all losses, claims, demands, actions, damages, costs, charges, and causes of action of every kind or character, including attorney's fees, arising out of Contractor's intentional, reckless, or negligent performance hereunder. Contractor’s duty to defend City shall exist regardless of whether City or Contractor may ultimately be found to be liable for anyone’s negligence or other conduct. If City's tender of defense, based upon this indemnity provision, is rejected by Contractor, and Contractor is later found by a court of competent jurisdiction to have been required to indemnify City, then in addition to any other remedies City may have, Contractor shall pay City's reasonable costs, expenses, and attorney's fees incurred in proving such indemnification, defending itself, or enforcing this provision. Nothing herein shall be construed to require Contractor to indemnify the indemnitee against the indemnitee's own negligence. The provisions of this section 4 shall survive the termination of this Agreement.

B. City assumes no responsibility for any damage or loss that may occur to Contractor's property, except the obligation City assumes that it will not willfully or intentionally damage the property of Contractor. City has no responsibility for any equipment maintenance, or for Contractor's employees. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.

5. Contractor shall obey all federal, state, county, and municipal laws, ordinances, regulations, and rules applicable to its operations. Said laws include, but are not limited to, the Equal Employment Opportunity laws, the Fair Labor Standards Act, Occupational Safety & Health Administration (OSHA) laws, Family Medical Leave Act (FMLA), the Americans with Disabilities Act (ADA), and the Utah Immigration Accountability and Enforcement Act. Any violation of applicable law shall constitute a breach of this Agreement and Contractor shall hold City harmless from any and all liability arising out of, or in connection with, said violations including any attorney's fees and costs incurred by City as a result of such violation.

6. City may terminate this Agreement for any reason, and without any liability therefor, upon giving Contractor 30 days prior written notice. Such notice shall be sent to the last known address of Contractor.

7. City may, without prejudice to any right or remedy, and without the necessity of giving the 30 day notice provided in paragraph 6 above, terminate this Agreement for cause in the event Contractor fails to fulfill, in a timely or satisfactory manner, any of the terms and conditions set forth in this Agreement and fails to cure such failure within seven days after written notice from City of such failure.

8. If this Agreement is terminated as provided herein, City shall pay Contractor on the basis of actual services satisfactorily performed as calculated by City.

9. Contractor, for itself, its successors and assigns, as part of the consideration provided under this agreement, covenants that no person shall be excluded from participation in, denied the benefits of, or be otherwise subject to unlawful discrimination in the furnishing of services hereunder on the grounds of race, color, national origin, age, sex, religion, disability, sexual orientation or gender identity, unless the characteristic in question is a bona fide occupational qualification.

10. REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES. Contractor represents that it has not: (1) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code.

11. GOVERNMENT RECORDS ACCESS AND MANAGEMENT ACT. City is subject to the requirements of the Government Records Access and Management Act, Chapter 2, Title 63G, Utah Code Annotated or its successor (“GRAMA”). All materials submitted by Contractor pursuant to this Agreement are subject to disclosure unless such materials are exempt from disclosure pursuant to GRAMA. The burden of claiming an exemption from disclosure shall rest solely with Contractor. Any materials for which Contractor claims a privilege from disclosure shall be submitted marked as “Business Confidential” and accompanied by a concise statement of reasons supporting Contractor's claim of business confidentiality. City will make reasonable efforts to notify Contractor of any requests made for disclosure of documents submitted under a claim of business confidentiality. Contractor may, at Contractor’s sole expense, take any appropriate actions to prevent disclosure of such material. Contractor specifically waives any claims against City related to disclosure of any materials required by GRAMA.

12. Contractor is not an employee of City for any purpose whatsoever. Contractor is an independent contractor at all times during the performance of the services specified herein.

13. All notices shall be directed to the following addresses:

City: Salt Lake City Corporation Attn.: City Contracts Administrator, Purchasing (For U.S. Postal Service delivery) P.O. Box 145455 Salt Lake City, UT 84114-5455 Or:

(By E-mail) slcpurchasing@slc.gov

Contractor:

14. This Agreement may be assigned by either party but only with the prior written consent of the other party.

15. Contractor's obligations are solely to City and City’s obligations are solely to Contractor. This Agreement shall confer no third-party rights whatsoever.

16. 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 City’s Contracts Administrator within thirty (30) days if Contractor has been debarred, suspended, proposed for debarment, declared ineligible, or involuntarily excluded from participation in any contract by any governmental entity during this Agreement.

17. This Agreement embodies the entire Agreement between the parties relating to the subject matter of this Agreement and shall not be altered except in writing signed by both an authorized representative of Contractor and by City’s Mayor or the Mayor’s designee. The terms of this Agreement shall supersede any additional or conflicting terms or provisions that may be set forth or printed on Contractor’s work plans, cost estimate forms, receiving tickets, invoices, or any other related standard forms or documents of Contractor that may subsequently be used to implement, record, or invoice services hereunder from time to time, even if such standard forms or documents have been signed or initialed by a representative of City. The intent of the parties is that the terms of this Agreement shall prevail in any dispute between the terms of this Agreement and the terms printed on any such standard forms or documents, and such standard forms or documents shall not be considered written amendments of this Agreement.

18. This Agreement shall be enforced in and governed by the laws of the state of Utah.

(Signature page follows)

The parties are signing this Agreement as of the date stated in the introductory clause.

ATTEST AND COUNTERSIGN

City Recorder

APPROVED AS TO FORM

Salt Lake City Attorney’s Office

Sign:

Name:

SALT LAKE CITY CORPORATION

By:

Title:

OFFEROR

By:

Name:

Title:

CONTRACT NO. CA-00####

EXHIBIT “A”

SCOPE OF WORK

ADMINISTRATIVE APPEALS OFFICER ADMINISTRATIVE HEARING SERVICES

I. GENERAL

A. Contractor, if doing business under an assumed name, i.e. an association, partnership, corporation, or otherwise, shall be registered with the Utah State Division of Corporations and Commercial Code.

B. Contractor shall assume full responsibility for damage to City property caused by Contractor's employees or equipment as determined by designated City personnel.

C. Contractor shall be solely responsible for the safety of Contractor's employees and others relative to Contractor's work, work procedures, material, equipment, transportation, signage, and related activities and equipment.

D. Contractor shall possess and keep in force all licenses and permits required to perform services under this Agreement.

E. No guarantee of the actual service requirement is implied or expressed by this Agreement. Service requirements shall be determined by actual need.

II. RESPONSIBILITIES OF CONTRACTOR

Contractor, serving in the capacity of the Administrative Appeals Officer providing administrative hearing services (hereafter the “AAO”), shall serve as one of the City’s administrative appeals officers for citizen appeals of civil violations of city code appeals, City imposed impact fees and land use decisions, and other citizen appeals. The responsibilities of Contractor include, but shall not be limited to, the following.

A. CIVIL VIOLATIONS OF CITY CODE APPEALS. AAO shall hear appeals challenging any administrative citation in the administration or enforcement of Salt Lake City Code. Unless more specific provisions of Salt Lake City code control the procedures for adjudicating a specific matter, appeals shall be made in accordance with the following procedures and Salt Lake City Code 2.75.

a. AAO shall not participate in any appeal in which the officer has a conflict of interest prohibited by Chapter 2.44; and shall be either law trained or have significant experience with the requirements and operations of administrative hearing processes.

b. Upon receipt of a request seeking an appeal related to an administrative enforcement hearing the AAO shall schedule and hold a hearing in accordance with the standards and procedures adopted in City Code Chapter 2.75. All administrative enforcement hearings related to such appeals shall be open to the public and shall be recorded.

c. AAO may issue administrative subpoenas pursuant to Chapter 2.59 in accordance with the policies and procedures adopted pursuant to Chapter 2.75.

B. IMPACT FEE APPEALS. AAO shall hear and decide appeals alleging an error in any administrative decision made in the administration or enforcement of Salt Lake City Code Chapter 18.98.

C. LAND USE APPEALS. AAO shall hear and decide land use appeals pursuant to the procedures and standards set forth in chapter 21A.16, “Appeals of Administrative Decisions”.

D. ORDINANCE CONFLICT. In the event of a conflict between City Code and this contract with respect to civil code violation appeals, land use appeals or impact fee appeals, City Code shall control.

III. DELIVERABLES

Unless more specific provisions of Salt Lake City Code control the procedures and deliverables related to the adjudication of a specific matter, Contractor shall provide City with the following, which may be delivered in either hard copy or via email, in PDF format:

A. CIVIL VIOLATIONS OF CITY CODE APPEALS

a. After considering all applicable evidence, testimony, and defenses presented, the administrative hearing officer shall issue a written administrative enforcement order in accordance with the requirements and criteria set forth in Section 2.75.200.

B. IMPACT FEE AND LAND USE APPEALS

a. Deliver to all participants a written decision for impact fee appeals and land use appeals pursuant to this Agreement and City Code.

b. Deliver to the City Planning Director a formal decision on land use appeals.

C. Contractor may retain reproducible copies of all of the foregoing documents for information and reference. The originals of all of the foregoing documents shall be delivered to City upon completion of the work and before final payment is made.

IV. DISCLOSURE OF CITY RECORDS

Because City shall own the documents generated by Contractor pursuant to this Agreement, Contractor shall not, without written approval by City, disclose publicly said records. Contractor understands that the information obtained in the performance of this Agreement is confidential and may be shared with employees of City or others only on a need to know basis.

CONTRACT NO. CA-00####

EXHIBIT “B”

PRICE SCHEDULE

ADMINISTRATIVE APPEALS OFFICER ADMINISTRATIVE HEARING SERVICES

I. GENERAL

A. Prices stated include all costs associated with the performance of the services specified, including materials, supervision, labor, insurance, transportation, delivery, fuel or other surcharges, demurrage, and related costs. No other charges shall be allowed. All prices and fees are stated in U.S. dollars.

B. City is exempt from sales, use, and federal excise taxes on these products and services. Exemption certificates shall be furnished upon request.

C. Prices stated shall be firm for the initial term of this Agreement. Requests for price adjustment thereafter shall follow the requirements specified in Paragraph III, Price Adjustment. Any stated discount percentages shall be firm for the full term of this Agreement, including any renewal terms.

II. FEES

A. Hearing Fee: To be completed upon contract award.

III. PRICE ADJUSTMENT

Prices stated are firm for the initial term of this Agreement. If this Agreement is extended for additional periods, price adjustments may be made; however, any request for a price adjustment shall be made at least thirty (30) days before the beginning date of the contract renewal period. Contractor may calculate and make a written request to City that the prices for the next renewal year be increased by the lesser of three percent (3%) or the percentage increase, if any, in the latest published Producers Price Index (“PPI”), published by the Bureau of Labor Statistics of the US Federal Government for the most recent twelve (12) month period, and City shall respond to such request. Price adjustment requests received at least 30 days before the beginning date of any subsequent contract year may become effective on the beginning date of the next contract year and price adjustment requests received fewer than 30 days before the beginning date of the next contract year may, at City’s discretion, become effective 30 days after City’s receipt of the price adjustment request. If publication of said PPI index should cease, such percentage increase shall be determined by reference to a similar index, or as agreed upon by the parties. Contractor shall send all requests for price adjustment to the City Contracts Administrator at the address listed in Section 14 (Notices) of this Agreement.

IV. INVOICING AND PAYMENT

Invoices shall be submitted to the City department or division that requested and received products and services. Contractor shall obtain the billing address for each such department or division at the time a service is requested. It is the responsibility of Contractor to bill the correct City department or division and to submit invoice(s) to the correct address of that City department or division. City shall not be responsible for late fees due to inaccurate billing by Contractor.