3-Attachment 1 Sample Agreement.docx

CONTRACT NO. ¥

Rev. /_

ATTACHMENT 1

SAMPLE AGREEMENT

EVENT EQUIPMENT RENTAL SERVICES

CITY-WIDE

THIS AGREEMENT is between SALT LAKE CITY CORPORATION, a Utah municipal corporation (“City”), and Ø, a _ (“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 event for City.

2. Salt Lake City Procurement Code and Procurement Policy, the solicitation SLCI26061, and Contractor’s response to the solicitation are hereby incorporated into this contract by reference but not attached.

3. 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 event rental equipment services for City as described in Exhibit “A.” The initial term of this Agreement shall commence as of the date of the date of recordation date of this Agreement and continue through, 202 . 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. Contractor shall maintain the required insurance coverage until all work under the Agreement has been completed by Contractor and accepted by City and for the three-year period following completion as required under Article 5.

This is a non-exclusive contract and City reserves the right to acquire the services or equipment, at its discretion, from other sources during the term of this Agreement. All financial commitments by City shall be subject to the appropriation of funds approved by the City Council and the limitations on future budget commitments provided under applicable Utah law, including the Utah Constitution.

City may extend this Agreement for an additional term of up to four (4) months by mutual agreement of the parties through a recorded amendment to the Agreement.

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. The following insurance requirements apply to this Agreement:

A. GENERAL INSURANCE REQUIREMENTS FOR ALL POLICIES.

(1) Any insurance coverage required herein that is written on a “claims made” form rather than on an “occurrence” form shall (i) provide full prior acts coverage or have a retroactive date effective before the date of this Agreement, and (ii) be maintained for a period of at least three (3) years following the completion by Contractor and acceptance by City of all work under this Agreement or shall contain a comparable “extended discovery” clause. Evidence of current extended discovery coverage and the purchase options available upon policy termination shall be provided to City.

(2) All policies of insurance shall be issued by insurance companies licensed to do business in the state of Utah and either:

(a) Currently rated A- or better by A.M. Best Company;

—OR—

(b) Listed in the United States Treasury Department’s current Listing of Approved Sureties (Department Circular 570), as amended.

(3) Contractor shall furnish certificates of insurance, acceptable to City, verifying the foregoing matters concurrent with the execution hereof and thereafter as required.

(4) In the event any work is subcontracted, Contractor shall require its subcontractor, at no cost to City, to secure and maintain all minimum insurance coverages required of Contractor hereunder.

(5) All required certificates and policies shall be endorsed as needed to provide that coverage thereunder shall not be canceled or modified without providing, in a manner approved by the City Attorney, 30 days’ prior written notice to City or 10 days’ prior written notice for cancellation due to non-payment of premiums.

B. REQUIRED INSURANCE POLICIES. Contractor, at its own cost, shall secure and maintain during the term of this Agreement, including while work under this Agreement is being completed and accepted and during all renewal terms, the following minimum insurance coverage:

(Note: Unless other limits, types of insurance, or terms are agreed to by the City Attorney’s Office, the following are the insurance requirements that will be required for this Agreement.)

(1) Workers’ compensation and employer’s liability insurance sufficient to cover all of Contractor’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, Contractor 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.

(2) Commercial general liability (CGL) insurance with a policy endorsement naming Salt Lake City Corporation as an additional insured on a primary and non-contributory basis in comparison to all other insurance including City’s own policy or policies of insurance, in the minimum amount of $1,000,000 per occurrence with a $2,000,000 general aggregate and $2,000,000 products-completed operations aggregate. The policy shall include contractual liability insurance for the indemnity provided under this Agreement. These limits can be covered either under a CGL insurance policy alone, or a combination of a CGL insurance policy and an umbrella insurance policy and/or a CGL insurance policy and an excess insurance policy. The policy shall protect City, Contractor, and any subcontractor from claims for damages for bodily injury, including accidental death, and property damage that may arise from Contractor’s operations under this Agreement, whether performed by Contractor itself, any subcontractor, or anyone directly or indirectly employed by either of them. Such insurance shall provide coverage for premises operations, acts of independent contractors, products and completed operations.

7. 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.

8. City may, without prejudice to any right or remedy, and without the necessity of giving the 30 day notice provided in paragraph 7 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.

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

10. 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.

11. 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.

12. 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.

13. If work is performed at City’s Department of Airports, the articles in Exhibit “C” (Terms and Conditions Department of Airports) shall apply.

14. 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.

15. All notices and requests for price changes shall be directed to the following addresses and, if work is performed for City’s Department of Airports, to any additional addresses that are set forth in Exhibit “C.”

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)

@slc.gov

Contractor: Ø Attention:

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

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

18. 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.

19. Contractor shall ensure that any information or materials developed for public access pursuant to this Agreement conforms to the standards set forth in the Salt Lake City Communications & Engagement Guide for Consultants, and such information or materials shall not be released until approval is received in writing from both the City Communications Team and the department project manager.

20. 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.

21. 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:

Ø

By:

Name:

Title:

EXHIBIT “A”

SCOPE OF WORK

EVENT EQUIPMENT RENTAL 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

The responsibilities of Contractor include, but shall not be limited to, the following.

To be completed upon contract award. Please see Attachment 2: Scope of Work.

III. DELIVERABLES

The data used in compiling, and the results of, any tests, surveys or inspections, as well as all photographs, drawings, renderings, schedules, data processing output, computations, studies, audits, reports, models, and other items of like kind prepared by Contractor, its employees and consultants, shall be the property of City on which City shall own the copyright. Contractor may retain reproducible copies of all of the foregoing documents for information and reference and customary marketing and public relations. The originals of all of the foregoing documents shall be delivered to City upon completion of the work and before final payment is made. This provision may be enforced by an order of specific performance and is independent of any other provision of this Agreement.

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.

EXHIBIT “B”

PRICE SCHEDULE

EVENT EQUIPMENT RENTAL 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 and/ or discounts shall be firm for the first ___ years 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. PRICING

To be completed upon contract award.

III. PRICE ADJUSTMENT.

Prices stated are firm for the first __ years of this Agreement, after which price adjustments may be made annually. Any request for a price adjustment shall be made at least thirty (30) days before the beginning date of each successive year of the Agreement. Contractor may calculate and make a written request to City that the prices be increased by the lesser of three percent (3%) or the percentage increase, if any, in the latest published Producer 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 15 (Notices) of this Agreement.

IV. INVOICING AND PAYMENT

City shall pay Contractor for all products and services provided by Contractor pursuant to this Agreement. Contractor shall submit a written invoice, for services rendered and City shall pay the invoiced fee within thirty (30) days after receipt of the invoice by City. Contractor shall list the City contract number on all invoices, quotes, correspondence, and documentation relating to this contract.

Invoices shall be sent directly to the department originating the request. Contractor must obtain and/or confirm the correct City email or physical address for invoices to be sent to prior to services being provided.

EXHIBIT “C”

TERMS AND CONDITIONS

DEPARTMENT OF AIRPORTS

1. CITY’S RIGHT TO DO WORK. No provision in this Agreement shall relieve Contractor of the responsibility for negligence, faulty materials or faulty work. Contractor shall, within twenty-four hours’ notice (either verbal or in accordance with formal written procedure) by City, commence to perform any corrective work required by said designee, unless work to be performed interferes with a function of the Airport in which case the City shall assign the time the work is to be accomplished. If Contractor should neglect to perform the work properly in accordance with this paragraph or fail to perform any provisions of this Agreement, the City, after twenty-four hours’ notice (either verbal or in accordance with formal written notice procedure) to Contractor, may without prejudice to any other remedy it may have, make good such deficiencies and may deduct the cost thereof from any payment due Contractor. In cases of emergency, as determined by City, after delivery of notice (either verbal or in accordance with formal written notice procedure) to Contractor, may perform such work or contract the work without delay and may deduct the cost thereof from any payment due Contractor.

2. SAFETY. Contractor shall take all necessary safety precautions and comply with all applicable provisions of federal, state, and any other applicable laws and building codes to prevent accidents or injury to persons on, about, or adjacent to the premises where Contractor’s work is being performed. The City may stop work if safety laws or safe work practices are not being observed.

3. FAA SUBORDINATION CLAUSE. This Agreement and all provisions hereof are subject and subordinate to the terms and conditions of any existing or future agreement entered into between City and the United States of America for the improvement or operation and maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the transfer of federal rights or property to City for Airport purposes, or the expenditure of federal funds or passenger facility charges for the improvement or development of the Airport. The Agreement will be subject to any ordinances, rules or regulations which have been, or may hereafter be, adopted pertaining to the Airport. If the Federal Aviation Administration or Transportation Security Administration or their successors require modifications or changes in this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, or otherwise, Contractor agrees to consent to such amendments, modifications, revisions, supplements, or deletions as they may affect any of the terms, conditions or requirements of this Agreement, as may be reasonably required.

4. RIGHT OF AVIGATION. It will be a condition of this Agreement, that the City reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the real property herein described, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from or operating on Airport.

Contractor, by entering into this Agreement agrees for itself, its successors, and assigns that it will not do or permit to be done by its officers, agents, employees, contractors or invitees, any act or omission that could reasonably be expected to interfere with the landing and taking off of aircraft from the Airport or otherwise constitute a hazard, or unreasonably interfere with the conduct of business by an Air Carrier, tenant or contractor of the City, or unreasonably interfere with the performance of their duties by the staff of the City or by the staff of FAA, TSA or any other agency of the U.S. Government, or of the contractors thereof. In the event this covenant is breached, the City reserves the right, in addition to any other rights or remedies under this Agreement or in law or equity, to enter upon the Premises and cause the abatement of such interference at the expense of Contractor.

5. TITLE VI LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.

A. Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin);

B. 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);

C. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

D. Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27;

E. The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age);

F. Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex);

G. The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

H. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;

I. The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;

K. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);

L. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq).

6. RULES AND REGULATIONS. In conducting its operations hereunder, Contractor shall comply with all applicable laws of the United States of America, the State of Utah, and lawful rules and regulations promulgated by their authority, including the Federal Aviation Administration and Transportation Security Administration with reference to airport security; and all applicable lawful rules, regulations and ordinances of City now in force or thereafter prescribed and promulgated by authority of law. Said laws, rules, regulations and ordinances include, but are not limited to, the Equal Employment Opportunity laws, the Fair Labor Standards Act, Occupational Safety & Health Administration (OSHA), the Family Medical Leave Act (FMLA), the Americans with Disabilities Act (ADA), the Utah Identity Documents and Verification Act, all fire codes, Airport rules and regulations, and security regulations. 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.

7. AIRPORT SECURITY. Contractor shall at all times be subject to regulations imposed by FAR Part 1542 “Airport Security,” as amended. Contractor agrees that it shall be solely and fully responsible for any and all breaches of security resulting from the negligence or intentional acts of omission or commission of officers, employees, representatives, agents, servants, subtenants, consultants, subcontractors, successors, assigns and contractors of Contractor. Without limitation, Contractor shall be strictly liable to pay any civil penalties assessed by the Transportation Security Administration against Contractor or the City in connection with the actions of Contractor and its agents and employees, and the obligation to indemnify City under this Agreement includes the reimbursement of any such payments made by City on Contractor’s behalf. If required by the City for the performance of this Agreement, Contractor’s personnel assigned to provide service at the Airport shall obtain an Airport issued identification badge prior to providing service and shall maintain the qualifications required to possess the badge during the period of this Agreement. If such personnel become unqualified to hold such a badge, Contractor shall promptly provide replacement personnel qualified to hold such a badge in order to perform the services required under this Agreement without interruption. To qualify to obtain the identification badge, Contractor’s personnel shall:

A. Undergo a fingerprint-based criminal history records check as required by 49 CFR Section 1542.209. Contractor’s employees to be used to provide services shall be able to pass this check with no convictions for a disqualifying offense as outlined by the Transportation Security Administration (TSA).

B. Successfully complete a TSA required two-hour security training course offered by the City at the Airport.

8. HAZARD COMMUNICATION STANDARD. Contractor shall at all times hereunder be subject to regulations imposed by the 29 Code of Federal Regulation 1910.1200, “Hazard Communication Standard.” Contractor shall be solely responsible for any and all violations of the Hazard Communication Standard resulting from the negligence or intentional acts of omission or commission of officers, employees, representatives, agents, servants, contractors, subcontractors, successors, assigns, and suppliers of Contractor.

9. NOTICES. In addition to the notice addresses set forth in the main body of this Agreement, notices to City provided for herein shall also include the following, which shall be sufficient if hand delivered or sent by first class, certified, or registered mail, postage prepaid, to the following address:

Airport Contracts and Procurement Manager Salt Lake City Department of Airports Salt Lake City International Airport P.O. Box 145550 Salt Lake City, Utah 84114-5550 Email: Airport.Notices@slcgov.com With a copy to:

Attorney Salt Lake City Department of Airports Salt Lake City International Airport P.O. Box 145550 Salt Lake City, Utah 84114-5550

10. CITY’S RIGHT TO ACQUIRE INSURANCE FOR CONTRACTOR.

A. The City’s $5,000,000 per occurrence insurance requirements for commercial general liability and commercial automobile liability take effect only if Contractor is required to obtain airfield Security Identification Display Areas (SIDA) driving privileges.

B. If Contractor shall at any time fail to furnish City the certificate or certificates required, City, upon written notice to Contractor of its intention to do so, shall have the right to secure the required insurance, at the cost and expense of Contractor, and Contractor agrees to reimburse City promptly for the cost thereof plus ten percent (10%) for cost of administration.

11. WAR OR NATIONAL EMERGENCY. This Agreement shall be subject to whatever right the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation and taking over of the Airport or the exclusive or non-exclusive use of the Airport by the United States during the time of war or national emergency.

12. RIGHT TO DEVELOP AIRPORT. The City reserves the right to further develop or improve the Airport as it sees fit, regardless of the desires or view of Contractor and without interference or hindrance.

13. GENERAL CIVIL RIGHTS PROVISIONS. In all its activities within the scope of its airport program, the Company agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.

This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

The above provision binds the Company and subcontractors from the bid solicitation period through the completion of the contract.

14. COMPLIANCE WITH NONDISCRIMINATION REQUIREMENTS. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”), agrees as follows:

A. Compliance with Regulations. The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.

B. Nondiscrimination. The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

C. Solicitations for Subcontracts, including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor’s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

D. Information and Reports. The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the Sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

E. Sanctions for Noncompliance. In the event of a Contractor’s noncompliance with the non-discrimination provisions of this contract, the Sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

F. Incorporation of Provisions. The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the Sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the Sponsor to enter into any litigation to protect the interests of the Sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

15. Nothing herein contained shall be construed to grant or authorize the granting of an exclusive right forbidden by Section 308 of the Federal Aviation Act of 1958, as amended.