3-SLCI26051 Attachment 1 Standard Terms and Conditions.pdf

CONTRACT NO. ¥

Rev.

ATTACHMENT 1

SAMPLE AGREEMENT

FOR THE SALT LAKE CITY DEPARTMENT OF AIRPORTS

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 (“Effective Date”).

RECITALS

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

Department of Airports (“SLCDA”) operates the Airport; and

2. Contractor desires to provide certain __ for the Airport; and

3. City desires to engage Contractor for such services:

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

1. TERM. Contractor agrees to provide for City the __ described in Exhibit “A” for a term of __ (_) years commencing as of __, 201_, or the Effective Date.

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 original term, provided, however, that City may terminate such additional term by giving Contractor at least five (5) days prior written notice of such termination

2. NON-EXCLUSIVE. 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.

3. SERVICE AND REQUIREMENTS. Said services shall consist of the services and requirements listed on Exhibit “A”, Scope of Work, attached hereto and by reference made a part hereof.

4. FEES AND PAYMENT.

A. For such services, Contractor shall be paid as specified in Exhibit “B”, Schedule of Fees, attached hereto and by reference made a part hereof.

B. 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.

5. INDEMNIFICATION.

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.

6. 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 end of the term of this Agreement or 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.

(6) In the event Contractor shall at any time during the term of this

Agreement fail to furnish City with the Certificate(s) required, City shall, upon written notice to

Contractor of its intention to do so, have the right to secure the required insurance at the cost and expense of Contractor. Contractor shall reimburse City for the cost thereof plus ten percent for cost of administration.

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

(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 $5,000,000 per occurrence. 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.

(3) Commercial automobile liability insurance that provides coverage for owned, hired, and non-owned automobiles used in connection with this Agreement in the minimum amount of a combined single limit of $5,000,000 per occurrence OR $1,000,000 Liability per person, $5,000,000 Liability per occurrence, and $250,000 Property Damage. These limits can be reached either with a commercial automobile liability insurance policy alone, or with a combination of a commercial automobile liability insurance policy and an umbrella insurance policy and/or a commercial automobile liability insurance policy and an excess insurance policy. If the policy only covers certain vehicles or types of vehicles, such as scheduled autos or only hired and non-owned autos, Contractor shall only use those vehicles that are covered by its policy in connection with any work performed under this Agreement.

7. 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’s Director of Airports or his/her designee, 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

Director of Airports or said designee 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 the City, immediately 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.

8. SAFETY. Contractor shall take all necessary safety precautions and comply with all applicable provisions of Federal, State and municipal safety 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.

9. 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.

10. 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:

A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 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) including amendments thereto;

C. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of

1970, (42 U.S.C. § 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 U.S.C. § 794 et seq.), as amended

(prohibits discrimination on the basis of disability); and 49 CFR Part 27

(Nondiscrimination on the Basis of Disability in Programs or Activities Receiving

Federal Financial Assistance);

E. The Age Discrimination Act of 1975, as amended (42 .U.S.C. § 6101 et seq.)

(prohibits discrimination on the basis of age);

F. Airport and Airway Improvement Act of 1982 (49 U.S.C. § 47123), as amended

(prohibits discrimination based on race, creed, color, national origin, or sex);

G. The Civil Rights Restoration Act of 1987 (P.L. 100-259) (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 (42 U.S.C. § 12101, et seq) (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) as implemented by U.S. Department of Transportation regulations at 49 CFR Parts 37 and 38;

I. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. §

1681, et seq).

11. 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, creed, sex, 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 including amendments thereto.

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:

(1) Withholding payments to the Contractor under the contract until the

Contractor complies; and/or

(2) Cancelling, terminating, or suspending a contract, in whole or in part.

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.

12. 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 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 Immigration Accountability and Enforcement 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.

13. AIRPORT SECURITY. Contractor shall at all times be subject to regulations imposed by 49 CFR 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 (“TSA”) against Contractor or the Airport 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 Airport 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 TSA.

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

14. HAZARD COMMUNICATION STANDARD. Contractor shall at all times hereunder be subject to regulations imposed by the 29 CFR 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.

15. FORCE MAJEURE. Any prevention, delay or stoppage of performance of Contractor's obligations hereunder due to strikes, lockouts, labor disputes, acts of God, governmental restrictions, governmental controls, governmental regulations, enemy or hostile government action, civil commotion, fire or other casualty, or any other cause beyond the reasonable control of Contractor shall not be deemed to be a breach of this Agreement or a violation of or failure to perform any covenants hereof, and Contractor shall immediately after cessation of any such cause render performance delayed thereby.

16. TERMINATION. City may terminate this Agreement for any reason or for no reason upon giving five days prior written notice to Contractor. Such notice shall be sent by regular, certified mail, or email to the last known address of Contractor. City may, without prejudice to any right or remedy, immediately 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 any default after three days written notice from City of such default or breach. If this Agreement is terminated as provided herein, City shall pay Contractor on the basis of actual services satisfactorily performed as calculated by City.

17. 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.

18. 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.

19. INDEPENDENT CONTRACTOR. 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.

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

21. NO THIRD-PARTY RIGHTS. Contractor's obligations are solely to City and City’s obligations are solely to Contractor. This Agreement shall confer no third-party rights whatsoever.

22. NOTICES. Notices to City provided for herein shall be sufficient if sent by email, hand delivered, or sent by first class, certified, or registered mail, postage prepaid, to one the following addresses:

City:

(For U.S. Postal Service delivery)

Salt Lake City Corporation

Attn.: City Contracts Administrator, Purchasing

P.O. Box 145455

Salt Lake City, Utah 84114-5455

-OR-

(By email)

Slcpurchasing@slc.gov

With a copy to:

(For U.S. Postal Service delivery)

Contracts Manager

Salt Lake City Department of Airports

Salt Lake City International Airport

P.O. Box 145550

Salt Lake City, Utah 84114-5550

-OR-

(By email) airportap@slc.gov

Notices to Contractor shall be sufficient if hand delivered or sent by first class, certified, or registered mail, postage prepaid, or by email to either of the following addresses:

Contractor:

23. DEBARMENT. 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.

24. PARAGRAPH HEADINGS. The paragraph headings as to the contents of particular paragraphs herein are inserted only for convenience and are in no way to be construed as part of such paragraphs or as a limitation

25. GOVERNING LAW. This Agreement shall be governed by the laws of the State of

Utah both as to interpretation and performance; and venue shall be in Salt Lake County, Utah.

26. 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.

27. GENERAL CIVIL RIGHTS PROVISIONS. In all its activities within the scope of its airport program, the Contractor 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 mailto:Slcpurchasing@slc.gov mailto:airportap@slc.gov 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 Contractor and subcontractors from the bid solicitation period through the completion of the contract.

28. NO WAIVER. Failure of a party hereto to insist upon strict performance of any provisions hereof shall not be construed as a waiver for future purposes with respect to any such provision or option. No provision of this instrument shall be deemed to have been waived unless such waiver is in writing and signed by the party alleged to have waived its rights.

(Signature page follows)

The parties are signing this Agreement as of the Effective Date.

SALT LAKE CITY CORPORATION

By _______________________________

Brian Butler, CPA

Airport Finance Director

Salt Lake City Department of Airports

ATTEST AND COUNTERSIGN:

Salt Lake City Recorder’s Office

City Recorder

APPROVED AS TO FORM

Salt Lake City Attorney’s Office

Senior City Attorney

Ø

By ______________________________

Title _____________________________

EXHIBIT “A”

SCOPE OF WORK

I. GENERAL

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

NOTE: Forms and information on how to get registered may be obtained by calling

(801) 530-4849 or by accessing www.corporations.utah.gov.

B. Contractor shall assume full responsibility for damage to City property caused by negligence or abuse 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, signage, etc.

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.

F. Contractor shall comply with the following Airport Security Identification Display

Areas (“SIDA”) regulations:

1. All employees in SIDA shall attend security training.

2. All employees in SIDA shall have ten-year background check.

3. All employees in SIDA shall display badge on outermost part of clothing.

4. Badges shall be returned at contract termination or fee of $100 per badge shall be paid by Contractor.

II. RESPONSIBILITIES OF CONTRACTOR

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

III. SAMPLES

http://www.corporations.utah.gov/

Upon request by the designated City Official, Contractor shall provide samples of all materials intended for use.

IV. PRODUCTS/SERVICES FOR OTHER CITY DEPARTMENTS

With the written approval of the Department. Contractor may respond to calls from other City departments to provide the specified products/services. All products/services shall be provided at the rates stated in Exhibit “B”. Invoices shall be sent directly to the department originating the request.

EXHIBIT “B”

SCHEDULE OF FEES

I. GENERAL

A. The prices stated includes all costs associated with the performance of the services specified, including materials, supervision, labor, transportation and related costs. No other charges shall be allowed.

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

C. Prices and/or discounts stated shall be firm for the initial _-year term of this Agreement.

II. PRICING/FEES

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 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 Consumer Price Index, All

Urban Consumers (CPI-U), “US City Average” 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 CPI 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 20 (Notices) of this Agreement.

IV. INVOICING AND PAYMENT

City shall pay Contractor for all products and services provided to City’s satisfaction by

Contractor pursuant to this Agreement. Contractor shall submit a written invoice, in duplicate, 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.

Fixed monthly fees shall be invoiced on or about the first day of each calendar month following the month during which the work was performed. For any month during which service was provided for only a partial month, such as on the first month of service, the set monthly fee will be prorated based on the number of days actually worked.

Invoices shall be submitted to: