3-Airport Passenger Survey and Polling Service RFQ 2026 Final.pdf

REQUEST FOR QUALIFICATIONS

SALT LAKE CITY CORPORATION

DEPARTMENT OF AIRPORTS

AIRPORT PASSENGER SURVEY & POLLING SERVICES

TABLE OF CONTENTS

SCHEDULE Page 3

NOTICE Page 4

GENERAL OVERVIEW Page 5

SCOPE OF WORK Page 12

PROPOSAL RESPONSES Page 14

EVALUATION CRITERIA Page 16

APPENDIX Page 17

AGREEMENT FORM

ATTACHMENT A AFFIRMATION OF GRAMA

ATTACHMENT B SCORESHEET

SECTION 1

Schedule

RFQ Available September 8, 2026

Deadline for Questions October 1, 2026

Proposals Due October 9, 2026

Interviews TBD

Contract Commencement January 1, 2027

SECTION 2

Notice

Salt Lake City Corporation (“City”), through its Department of Airports (“SLCDA”), is inviting qualifications from qualified firms to provide to provide passenger survey and polling services at the Salt Lake City International Airport (“Airport”).

The Request for qualifications (“RFQ”) package can be obtained by prospective Respondents beginning September 8, 2026, by registering online at Utah Public Procurement Place Portal (“U3P”) https://utah.bonfirehub.com/portal/?tab=openOpportunities First time users, click the link on the top right-hand side where you will see a “Register” button.

It is the responsibility of each Respondent to register, frequently monitor for any changes or updates affecting this RFQ, after the original posting date, and submit qualifications through U3P. Qualifications must be submitted by 2 p.m. local mountain time on October 9, 2026. Respondents may contact U3P Support Team at support@gobonfire.com with questions regarding the website.

The right to reject any and all Proposals or to accept any Proposal that is deemed to be more advantageous to the public and City is reserved.

Respondents or their agents are instructed not to contact selection committee members, City employees, agents or contractors of the City, the Mayor’s office, the City Council, or members of the Airport Board (as outlined in Salt Lake City Code Title 2 Chapter 2.44, Conflict of Interest), or externally manipulate or influence the procurement process in any way, other than through the instructions contained herein, from the date of release of this RFQ to the date of execution of the agreement resulting from this solicitation.

City, in its sole discretion, may disqualify Respondents that violate the prohibitions in this paragraph.

https://utah.bonfirehub.com/portal/?tab=openOpportunities mailto:support@gobonfire.com

SECTION 3

General Overview

A. REQUEST FOR QUALIFICATIONS (“RFQ”)

The Salt Lake City Department of Airports (“SLCDA”) is soliciting competitive proposals (“Proposal” or “Proposals”) from qualified firms (“Respondent” or “Respondents”) to provide passenger survey and polling services (“Project” or “Projects”) for City. Only one Respondent will be awarded an agreement (“Agreement”) as a result of this RFQ for the duration of the agreement.

B. MINIMUM QUALIFICATIONS

1. Consideration will only be given to Respondents with permanent local resources, in the form of an office and full-time professional and support staff in the Salt Lake City area and/or along the greater Wasatch Front.

2. Respondent shall be in good standing with regard to prior agreements or indebtedness with the City. Any existing past due debt or any failure to fulfill the provisions of any previous Agreement with City may be cause for rejection of the Proposal and disqualification of the Respondent.

C. WRITTEN AGREEMENT REQUIRED

1. The selected Respondent will be required to enter into a written agreement with Salt Lake City Corporation (“City”) to provide all services required in this RFQ. The standard agreement form is attached to this RFQ as an appendix. The agreement form is provided for information purposes only.

City may modify the terms of the agreement as necessary following the RFQ process.

2. The selected Respondent will be required to register with the Utah Department of Commerce either as a corporation, limited liability company, limited partnership, DBA, or otherwise, and remain registered through the term of the agreement. The registered company name must match the legal entity name as shown on Respondents W-9. Respondents can register the business by contacting the Department of Commerce, Division of Corporation & Commercial Code at the following website https://corporations.utah.gov/ .

https://corporations.utah.gov/

3. All Respondents submitting Proposals shall be those firms prepared to enter the written agreement and manage and perform the services herein.

The City’s agreement language, in particular the indemnification, insurance and grant assurance requirements shall not be altered.

4. No franchising, assignment, or distribution of the work shall be permitted unless the subcontracting relationship is proposed under this RFQ and accepted by the City.

D. TERM OF AGREEMENT

City intends to enter into an agreement with the selected Respondent commencing January 1, 2027, and continuing for a period of three (3) years.

City may, at its sole option, extend the term of the resulting agreement thereafter for two (2) additional periods of one (1) year each as City may determine on an annual basis. City shall exercise each such option by emailing notice of such extension to Respondent’s Notice Address at least thirty (30) days prior to any expiration of the resulting agreement.

E. PROCUREMENT AND ETHICS REQUIREMENTS

All Respondents must agree to comply with and be governed by City’s procurement rules and ethics standards, as follows:

REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND

EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES.

The Respondent or 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.

F. TITLE VI NOTICE

The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4), 28 CFR § 50.3, and 49 CFR Part 21, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, all contractors will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of the owner’s race, color, national origin, sex, creed, age, or disability in consideration for an award.

G. SCOPE OF AGREEMENT

The selected Respondent will be required to provide all labor, supervision, materials, supplies, transportation, equipment, and services necessary to assume overall responsibility for the coordination and administration of Project.

H. 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 or its successor (“GRAMA”). All materials submitted by Respondent to City 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 each Respondent. Any materials for which Respondent claims a privilege from disclosure shall be submitted marked as "Confidential" and accompanied by a statement from Respondent explaining Respondent's claim of exemption from disclosure. City will promptly notify Respondent of any requests made for disclosure of documents submitted under a claim of confidentiality. Respondent may, at Respondent's sole expense, take any appropriate actions to prevent disclosure of such material.

Respondent specifically waives any claims against City related to disclosure of any materials required by GRAMA. In order to comply with GRAMA, please note the following:

1. The burden of claiming an exemption from disclosure of confidential business information shall rest solely with the Respondent.

2. Only those materials for which a claim can be made under the act, such as trade secrets, pricing, non-public financial information etc., should be stamped as “Confidential”. Respondent must not stamp all materials confidential.

3. A written claim of exemption from disclosure of documents must be submitted at the time of proposal submission, including:

i. A concise statement of reasons supporting the claim of confidentiality.

ii. A redacted version of the proposal omitting the claimed confidential information.

iii. An unredacted version for internal review.

4. Affirmation of GRAMA Understanding and Compliance, Attachment A of this RFQ.

I. SERVICES OF THE SELECTED RESPONDENT

The services being requested are outlined in Section 4 - Scope of Work.

J. EVALUATION AND EVALUATION CRITERIA

Proposal evaluation criteria are outlined in Section 6. The selection committee will consider all documents, the response to this RFQ, information gained while evaluating responses, and other relevant information to make its determination.

The committee’s selection will be the Respondent that, in the committee’s sole opinion, is best able to provide the services according to City’s needs.

K. SUBMISSION PROCEDURE AND PROPOSAL CONTENT

1. Submission methods.

a. Proposals shall be delivered via U3P, by 2 p.m. local mountain time on October 9, 2026

b. U3P will provide Respondent with confirmation receipt of Proposal submission.

2. Proposals shall meet the following submittal guidelines:

a. Proposals shall be limited to twenty (20) pages in length. Proposals must have all sections combined into a single word-searchable PDF document, unless otherwise stated, and must have each of the tabbed sections noted. The page length counts will NOT include the following:

☒ Covers, Tabs, and Table of Contents ☒ Affirmation of GRAMA Understanding and Compliance ☐ Other

*Boxes unchecked will not be required for submission

b. Proposals shall include a cover letter, which is included in the overall page count.

c. Proposals must be complete, must contain all required information and documents, and be in the format outlined in outlined in Section 5 – Proposal Responses.

3. Respondents are instructed not to add, delete, or alter any of the terms and conditions of these RFQ documents. If Respondent makes any changes to any of the documents, City may, in its sole discretion, reject the Proposal.

4. All late submittals will be rejected as non-responsive. Proposals will become the property of City and will be subject to Government Records Access and Management Act (“GRAMA”) outlined in Section 4.G.

L. INSURANCE

The selected Respondent, at its own cost and expense, shall secure and maintain the following policies of insurance:

1. Commercial general liability insurance with City as an additional insured in the minimum amount of $2,000,000 per occurrence. The policy must provide that coverage will not be cancelled or reduced without at least thirty (30) days prior written notice to City.

2. Evidence of workers compensation and employer’s liability with coverage for statutory benefits required by the State of Utah.

M. EMPLOYMENT STATUS VERIFICATION SYSTEM

1. Each Respondent and each person signing on behalf of any Respondent certifies as to its own entity, under penalty of perjury, that the named Respondent has registered and is participating in the Status Verification System to verify the work eligibility status of the Respondent’s new employees that are employed in the State of Utah in accordance with Utah Code Section 63G-12-302.

2. The Respondent shall require that the following provision be placed in each subcontract at every tier: “The subcontractor shall certify to the main (prime or general) contractor by affidavit that the subcontractor has verified through the Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with Section 63G-12-302 and to comply with all applicable employee status verification laws. Such affidavit must be provided to contractor prior to the notice to proceed for the subcontractor to perform the work.”

3. The City will not consider a Proposal for award, nor will it make any award, where there has not been compliance with this Section.

4. Manually or electronically signing the Proposal is deemed the Respondent’s certification of compliance with all provisions of this employment status verification certification required by all applicable status verification laws, including Utah Code Section 63G-12-302.

N. RESPONDENTS’ RESPONSIBILITY AND DUE DILIGENCE

It is the responsibility of each Respondent to examine carefully this RFQ and to understand all of the circumstances and conditions that may affect its Proposal and subsequent work pursuant to the agreement. Any data furnished by City is for informational purposes only and is not warranted. Respondent’s use of any such information shall be at Respondent’s own risk. Failure on the part of any Respondent to examine, inspect, and to be completely knowledgeable of the terms and conditions of the RFQ requirements, operational conditions, or any other relevant documents or information shall not relieve the selected Respondent from fully complying with this RFQ or subsequent agreement.

O. POINT OF CONTACT – EXPLANATION BY ADDENDUM ONLY

1. No interpretation of the meaning of any provision in this RFQ, nor correction of any apparent ambiguity, inconsistency, error, or any other matter pertaining to this RFQ shall be made to any person or entity orally.

Every request for interpretation or additional information regarding this RFQ shall be made in writing, via U3P. The deadline for all questions shall be 5 p.m. local Mountain Time on October 22, 2026. City shall not be obligated to respond to requests for such interpretation or correction. By signing and submitting this RFQ, Respondent acknowledges that it has registered online at https://utah.bonfirehub.com/portal/?tab=openOpportunities and have viewed all materials on the U3P website, including any addenda to this

RFQ.

2. Respondents or their agents are instructed not to contact selection committee members, City employees, agents, or contractors of the City, the Mayor’s office or staff, the City Council or staff, or members of the Airport Board (as outlined in Salt Lake City Code Title 2 Chapter 2.44, Conflict of Interest), or attempt to externally manipulate or influence the procurement process in any way, other than through the instructions contained herein, from the date of release of this RFQ to the date of execution of the agreement resulting from this solicitation. City, in its sole discretion, may disqualify Respondents that violate the prohibitions in this paragraph.

3. City reserves the right to cancel or modify the terms of this RFQ at any time.

City will provide Respondents with written notice of any cancellation or modification.

4. Should it be necessary the selection committee may notify those

Respondents to be given further consideration and interview.

P. RESPONDENT’S PREPARATION COSTS

In submitting an RFQ Proposal, Respondent shall be responsible for all costs, including travel, incurred in the preparation of said proposal. Respondent agrees not to seek reimbursement for such costs from City or SLCDA, regardless of whether Respondent is selected.

https://utah.bonfirehub.com/portal/?tab=openOpportunities

SECTION 4

Scope of Work

The selected Respondent shall provide the following services:

SLCDA is seeking a Respondent to provide survey services in conjunction with SLCDA and Airports Council International (ACI). SLCDA has participated as a member airport of ACI in the Airport Survey Quality Main Program (Program). The Program is a passenger satisfaction measurement and benchmarking service that provides participating airports with data, management information and insights into the average passenger’s experience.

SCOPE OF WORK

A. The selected Respondent shall provide the following services below in conjunction with SLCDA and ACI upon prior written authorization from SLCDA.

1. Each employee that conducts surveys shall complete a mandatory fieldwork training certification every two (2) years provided by ACI before conducting any Program surveys or related work. Each employee conducting a survey must complete an online course and pass an online exam to achieve the training certification.

2. The selected Respondent shall conduct an anticipated minimum of 350 surveys quarterly and submit results to ACI in accordance with the ACI ASQ Survey Main: Fieldwork and Sample Plan Rules and Guidelines and the agreed schedule. The survey(s) and all services related to market research, including data processing, analysis and reporting will be provided and performed by ACI or ACI’s authorized subcontractor.

3. The selected Respondent shall maintain confidentiality with survey schedule and collected data.

B. The selected Respondent shall provide trained and certified personnel to perform all work with a sufficient number of its personnel holding current security badges throughout the term of this Agreement. The selected Respondent will be responsible for obtaining all necessary information for badging of personnel as required by SLCDA, and for obtaining badges for personnel. Information regarding the badging requirements and process can be found at www.slcairport.com/badging.

C. Other related duties as assigned.

http://www.slcairport.com/badging

SECTION 5

Proposal Responses

Respondents must respond to each of the following inquiries in the order stated. Please respond in full, narrative sentences and restate each inquiry prior to responding:

A. Provide the information listed below:

• Respondent’s name, address, principal office, and type of entity (i.e., corporation, LLC, etc.).

• The date of incorporation/organization and the state in which Respondent is incorporated or organized.

• Former names, if any, under which Respondent has conducted business and the years of operation under each name.

• IRS Tax Information:

1) Firm’s federal tax ID number or alternate number, or

2) A copy of firm’s most current available IRS W-9 Form

NOTE: If Respondent is submitting as an individual, tax information is not required at this time. However, if selected as the/a successful respondent, Respondent will be required to provide their social security number at that time.

• Respondent’s insurance carrier and agency contact.

• The name of the contact person responsible for the RFQ process including title, telephone number and email address.

B. Include information generally describing the size of Respondent’s firm, location of the local office that will work directly with City, number of years in business providing passenger survey services.

C. List and provide resumes of the key individuals who will be assigned to work with

City. Provide information regarding each individuals experience specific to passenger survey services on projects similar in size and complexity to those at the Salt Lake City International Airport, as described in Section 4 – Scope of Work.

D. Submit an organization chart of Respondent personnel anticipated to be team members, and the specific tasks they will perform. Include information on subconsultants, if any.

E. Discuss Respondent firm’s overall qualifications and experience, specific to providing passenger survey services, in working with clients on projects similar to those required in Section 4 - Scope of Work and in an environment similar in complexity to that of the Airport.

F. List at least three (3) clients who would provide references for Respondent’s work, including phone numbers, and email addresses. Please list any airport references.

G. A completed Affirmation of GRAMA Understanding and Compliance, Attachment

A of this RFQ.

SECTION 6

Evaluation Criteria

A. EVALUATION CRITERIA

Initially, a review of each Proposal will be completed by SLCDA staff to ensure compliance with the terms, conditions and requirements of the RFQ. Any Proposals that fail to meet all of the Minimum Qualifications listed in Section 3 of the RFQ may be deemed non-responsive.

Each member of the selection committee shall use the evaluation criteria and percentage weights below to establish their own ranking of the Respondents. The committee shall then use these individual rankings to establish an aggregate ranking of all the acceptable.

1. Organization, Resources, and Personnel – (50%)

2. Demonstrated Project Experience – (50%)

B. INTERVIEWS

The Airport reserves the right to conduct interviews with the highest-ranked Respondents. Interview requirements and scoring methodology will be provided to those Respondents selected for further consideration. Respondents are reminded that the selection committee shall look at the reasonableness of all aspects of the Proposal and shall, in the selection committee’s sole judgment, choose the Respondent with the best overall Proposal.

APPENDIX

AGREEMENT FORM

The agreement form is provided for information purposes only. City may modify the terms of the agreement at any time prior to execution.

PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT (“Agreement”) is between SALT LAKE CITY CORPORATION, a Utah municipal corporation (“City” or “Sponsor”), and _______________________, a _____ _________________, authorized to and doing business in Utah, (“Consultant”), and is dated as of the date the City Recorder attests the applicable City signature, which shall be the recordation date (the “Effective Date”).

RECITALS

A. City owns the Salt Lake City International Airport, the South Valley

Regional Airport, and the Tooele Valley Airport (“Airport” or “Airports”) and through its Department of Airports (“SLCDA”) operates the Airports.

B. City and Consultant seek to enter into this Agreement for the Consultant to provide the services specified herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the following mutual promises and considerations, the parties agree to the following:

ARTICLE 1 - CONSULTANT SERVICES

A. Basic Services. The Consultant shall perform the "Basic Services," as more fully specified in Exhibit A attached hereto and hereby incorporated by reference, generally described as Airport passenger survey and polling (“Project”).

B. Consultant Representative. The Consultant has designated ____________________ as the Consultant's representative who shall have authority to act on behalf of the Consultant. The Consultant shall not change the Consultant's representative without at least seven (7) days prior written notice to City. Any replacement for the Consultant's representative shall be at least as qualified for the Project as the person being replaced. The hourly rate for any such replacement representative shall not exceed the hourly rate of the person being replaced.

C. Consultant shall be registered with the Utah Department of Commerce Division of

Corporations and Commercial Code either as a corporation, limited liability company, partnership, DBA, or otherwise, and remain registered throughout the term of this Agreement.

ARTICLE 2- TERM

The term of this Agreement shall commence upon the Effective Date and continue for three (3) years, unless earlier terminated as specified herein.

CITY may at its sole option extend the term of this Agreement thereafter for two (2) additional periods of one (1) year each as City may determine on an annual basis. City shall exercise each such option by emailing notice of such extension to Consultant’s Notice Address at least thirty (30) days prior to any expiration of this Agreement.

ARTICLE 3- NON-EXCLUSIVITY

The Consultant acknowledges that City has or may hire other consultants to perform work similar to that which is within the Consultant's scope of work under this Agreement. The Consultant further acknowledges that this Agreement is not a guarantee of the assignment of any work and that City may assign work to various consultants solely within City's discretion.

ARTICLE 4 - COMPENSATION

For the Basic Services specified in this Agreement, City shall pay the Consultant an amount negotiated on an individual project basis, as outlined in Exhibit B, Compensation.

If travel is required to perform obligations under this Agreement, and the City authorizes such travel in advance and in writing, travel expenses shall conform to the Airport Travel and Expense Policy. The policy, as may be modified from time to time, is accessible on the Internet at http://www.slcairport.com/assets/pdfDocuments/travel_and_expense_policy.pdf. The titles and URL links herein may be subject to change from time to time.

Consultant shall invoice City on a monthly basis for services completed during that period. Consultant shall delivery invoice either by mail to the Notice Address listed in Article 18, or by email to airportap@slc.gov

City shall review, approve, and remit compensation for undisputed work submitted by Consultant within thirty (30) days. Should City dispute any aspect of an invoice, City shall notify Consultant of such within fifteen (15) days. City and Consultant will work in good faith to resolve disputed invoices in a timely manner.

ARTICLE 5 - SERVICE STANDARDS AND QUALITY ASSURANCE

A. Conformance to Laws. The Consultant and Consultant's work product shall be in conformance with all applicable federal, state, City and other local laws, regulations and ordinances.

B. Quality Assurance. The Consultant shall be solely responsible to City for the quality of all services performed by the Consultant or its subcontractors under this Agreement. All services furnished by the Consultant, or its subcontractors shall be performed in accordance with the best professional judgment and skill, in a timely manner and shall be fit and suitable for the purposes intended by City. The foregoing standard shall not be construed, and is not intended, to require the Consultant to exercise professional skill greater than, or to utilize techniques more advanced than, such as are now generally exercised and utilized by major firms in the same business as the Consultant in the United States.

http://www.slcairport.com/assets/pdfDocuments/travel_and_expense_policy.pdf mailto:airportap@slc.gov

C. Standard of Care. In addition to its duties and obligations under this Agreement, the Consultant shall exercise the degree of skill, competence, quality, and professional care rendered by the leading and most reputable companies performing the same or similar type services in the United States and shall cooperate with City and other parties in furthering the interests of the City in connection with the Project.

ARTICLE 6 - INDEMNITY PROVISIONS

A. Consultant 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, Consultant'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 Consultant 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 Consultant or Consultant'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 Consultant's subcontractors or suppliers of any tier, or if any officers, agents, consultants, employees or representatives of Consultant or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Consultant or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (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 Consultant, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable.

B. Consultant 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 Consultant, 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

Consultant, 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. Consultant’s duty to defend shall arise only upon City's tender of defense to

Consultant in writing. Upon receipt of City's tender of defense, if Consultant 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 Consultant 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 Consultant 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 Article 6 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. Consultant’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with Consultant, 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 persons under their direction or control, to at least the same degree as Consultant 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 Consultant 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 Consultant and its subcontractors.

G. The Consultant 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 Consultant, a 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: Consultant 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 Consultant and persons employed or utilized by the Consultant in the performance of the Agreement.

J. Environmental Indemnity. Consultant’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 Consultant or Consultant’s officers, directors, agents, subcontractors or suppliers of any tier, and Consultant’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 Article 6 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.

ARTICLE 7 - INSURANCE

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

1. Professional Liability Insurance.

a. The professional liability policy shall have limits of not less than $2,000,000 per claim, which insures the agreement to indemnify and save harmless City from and against any and all claims arising from the negligent acts, errors, or omissions of the Consultant and any subcontractor in the performance of the professional services rendered under this Agreement whether such operations be by Consultant, subcontractor, or anyone directly or indirectly employed by either of them.

b. In the event that City's tender of defense based on the Consultant's and any subcontractor’s alleged negligence is rejected by the Consultant, and the Consultant is later found by a court of competent jurisdiction to have been negligent as aforesaid, then in addition to any other remedies City may have, the Consultant agrees to pay City's reasonable costs, expenses and attorneys’ fees in proving such negligence, defending itself and enforcing this indemnity provision.

c. The policy shall (i) provide full prior acts coverage or have a retroactive date effective before the Effective Date, and (ii) be maintained for a period of three (3) years following the end of the term of this Agreement or contain a comparable "extended discovery" clause or "tail coverage."

2. Commercial General Liability Insurance. Consultant 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 $2,000,000 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."

3. Workers’ Compensation and Employers Liability. The policy shall provide Workers’ compensation and employer’s liability insurance sufficient to cover all of Consultant’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, Consultant 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.

4. Umbrella or Excess Liability. The Consultant may use umbrella or excess policies to provide the liability limits as required in this Agreement. The umbrella or excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability and Business Auto Coverage insurance.

B. 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 professional liability insurance required in subparagraph A.1. and workers’ compensation required in subparagraph A.4. of this Article) 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.

C. Certificates of Insurance. Prior to execution of this Agreement by City, the Consultant 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.

D. Delivery of Certificates of Insurance. Consultant shall deliver certificates of insurance either by mail to the Notice Address listed in Article 18, by email to airportinsurance@slc.gov.

E. 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. Consultant shall then cause its insurance coverages hereunder increased to any such new limit.

F. City Continuance of Coverage. If any of the policies of insurance required from the

Consultant 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 Consultant.

G. Policies of Insurance. At City's request, the Consultant shall provide City with the actual policies providing the coverage required above.

H. 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.

I. 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. The Consultant shall obtain a clause or endorsement in the policies of such insurance which the Consultant obtains related to the services described herein 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.

ARTICLE 8 - CITY'S RESPONSIBILITY

A. City's Program for the Work. Consultant acknowledges that City has provided the Consultant full information regarding City's requirements for the Consultant's work, including the Request for Qualifications (“RFQ”) dated __________, and Exhibit A – Basic Services herein, which set forth City's objectives, constraints and criteria.

mailto:airportinsurance@slc.gov

B. City's Project Manager. City has designated _____________________, or his or her designee as Project Manager who shall have authority to act in City's behalf with respect to the Project.

C. City's Performance. City shall furnish required information and services and shall render approvals and decisions promptly so as to avoid unreasonable delay in the progress of the Consultant's services.

ARTICLE 9 - TERMINATIONS

A. City Termination. City may terminate this Agreement at any time for any reason or no reason upon seven (7) calendar days written notice.

B. Termination for Cause by City. City may terminate this Agreement for cause if the

Consultant fails to cure any defect in the Consultant's performance of the work under this Agreement within seven (7) calendar days after receiving written notice to cure.

C. Work Project Termination. City may terminate the Consultant's work on a specific work project initiated under this Agreement pursuant to this Article. If City designates any termination as a "work project termination," only the Consultant's work on the specific project shall be terminated and such notice shall not constitute a termination of this Agreement.

D. Termination by Consultant. If City materially fails to meet its responsibilities and obligations under this Agreement, the Consultant shall notify City of such failure. If City fails to cure its material breach, the Consultant may, after thirty (30) days written notice, terminate its performance under this Agreement.

E. Payment for Termination. In the event of termination, City shall pay the Consultant a percentage of the fee based upon the ratio of work satisfactorily completed and reasonable costs incurred to the total work required as determined by City, less any appropriate damages as City may determine.

ARTICLE 10- DISPUTE RESOLUTION

A. Process Required. Before Consultant may commence a legal action against City, Consultant must first comply with the provisions of this Article, which compliance shall be a condition precedent to commencing a legal action under this Agreement.

B. Process. Any dispute or claim that Consultant may have which is not disposed of by a written amendment or agreement between the parties shall be decided pursuant to the procedure set forth below. Each notice of claim, dispute, request, submission, appeal, notification, or decision under this Article shall be made by delivery of notice of such action as set forth in Article 18 of this Agreement, in compliance with the requirements set forth below.

C. Consultant’s Disputes and Claims.

1. Consultant shall submit written notice of any dispute or claim arising under this Agreement to an individual designated by the Department of Airports to act as the City’s dispute resolution administrator for any particular dispute (City's Dispute Resolution Administrator) within fifteen (15) calendar days after Consultant knows or reasonably should know of the facts giving rise to the dispute or claim.

2. Within thirty (30) calendar days after giving the written notice described above, Consultant shall submit the dispute or claim to City's Dispute Resolution Administrator for review by delivering the following to City's Dispute Resolution Administrator:

(a) A detailed statement of all the relevant facts and law applicable to such dispute or claim, with citations and references to all relevant evidence, contract provisions and authorities;

(b) Copies of all relevant evidence, contract provisions and authorities;

(c) The identification, title, address and phone numbers of each person who may have relevant knowledge concerning the dispute or claim, together with a summary of the relevant knowledge believed to be held by each such person;

(d) A concise statement of the relief sought by Consultant; and,

(e) A summary of any amounts Consultant is seeking as monetary relief or damages as part of the claim or dispute, together with all detailed cost records, receipts, invoices and documents that support the claimed amount.

3. Upon receiving Consultant’s submission, City's Dispute Resolution

Administrator shall within one hundred-twenty (120) calendar days be entitled, at his or her sole discretion, to:

(a) Direct Consultant to provide additional or supplemental information and documentation to City's Dispute Resolution Administrator that is relevant to the dispute or claim or may lead to the discovery of relevant information;

(b) Meet with and interview persons who may have relevant knowledge concerning the matter;

(c) Direct submission of the dispute or claim to an independent expert or experts, or an independent third party or panel of third parties, for review and recommendations, on terms directed by City's Dispute

Resolution Administrator;

(d) Direct any other form of dispute resolution or claim evaluation, as determined by City's Dispute Resolution Administrator, for purposes of providing guidance or recommendations to City's Dispute Resolution Administrator concerning all or any aspect of the dispute or claim;

(e) Direct meetings between the parties or their agents (including, without limitation, senior decision makers, project personnel, attorneys, agents, and subcontractors) to, among other things, vet the issues, gather information, assure full disclosure, evaluate facts, obtain statements, or encourage settlement;

(f) Direct legal counsel for the parties to provide legal authorities, citations, opinions or attend meetings to address legal issues;

(g) Direct such other acts as City's Dispute Resolution Administrator deems reasonable to vet the issues, gather information, assure full disclosure, evaluate facts, obtain statements, encourage settlement and fully and fairly evaluate the relevant facts and law.

4. Subject to Article 10.C.5, 10.D and 10.E below, within sixty (60) calendar days after the events directed by City's Dispute Resolution Administrator have concluded and all information and documentation requested by City's Dispute Resolution Administrator has been provided, City's Dispute Resolution Administrator shall issue a written decision concerning the dispute or claim and such decision by City's Dispute Resolution Administrator shall be final and binding unless it is appealed in writing as set forth in Article 10.C.5. City's Dispute Resolution Administrator shall have the right, in its sole discretion, to adopt, follow or agree with, in whole or in part, any formal or informal guidance, recommendations, or decisions given by any experts, third parties, or other person. City's Dispute Resolution Administrator shall further have the authority (among other things) to direct whether or not such formal or informal guidance, recommendations or decisions by any such experts, third parties, or other persons may be introduced, admitted or used as evidence in any subsequent proceedings. Unless otherwise agreed in writing, failure of the City's Dispute Resolution Administrator to issue a written decision within sixty (60) calendar days shall be deemed a denial of Consultant’s Claim. If City fails to issue a written decision within the time frame specified herein, then Consultant’s claim shall be deemed denied.

5. If Consultant disputes City’s Dispute Resolution Administrator’s decision and wishes to appeal, Consultant shall file an appeal with SLCDA’s Executive Director in writing within twenty (20) calendar days after the date the City’s Dispute Resolution Administrator’s decision is issued. If an appeal is not timely filed, then the decision of the City’s Dispute Resolution Administrator shall be final and binding upon all parties with respect to its subject matter and the disputes or claims that were at issue. Consultant’s appeal to SLCDA’s Executive Director shall specify all factual and legal grounds that Consultant is relying upon for the appeal and shall certify that the appeal is ready for decision. The appeal shall be limited to the facts, documents, evidence and legal arguments previously submitted to the City’s Dispute Resolution Administrator, although SLCDA’s Executive Director may, in his/her discretion, direct Consultant to provide additional information and documentation deemed necessary to review the issues on appeal. Within twenty (20) business days after SLCDA’s Executive Director receives the appeal and all documents requested from Consultant in connection with the appeal, then SLCDA’s Executive Director shall issue a written decision. A decision by SLCDA’s Executive Director shall be final and binding. Unless otherwise agreed in writing, failure by SLCDA’s Executive Director to issue a written decision within twenty (20) calendar days shall be deemed a denial of Consultant’s appeal.

6. Notwithstanding the foregoing, City's Dispute Resolution Administrator shall…