4-Attachment 1- Standard Terms and Conditions for SLCI27006.pdf

CONTRACT NO. ¥

Rev. /_

SAMPLE AGREEMENT

eBike Maintenance & Replacement

FOR SALT LAKE CITY

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 eBike repair and replacement for the City.

2. Salt Lake City Procurement Code and Procurement Policy, the solicitation SLCI27006, 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 eBike maintenance and replacement for the City as described in Exhibit “A.” The initial term of this Agreement shall commence on <date> , 202 , or the date of this Agreement if later than the aforementioned date and shall continue for a period of five

(5) years from the commencement of the initial term. 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.

(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 $1,000,000 per occurrence or $500,000 liability per person, $1,000,000 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.

(4) Professional liability insurance in the minimum amount of $1,000,000 per occurrence with a $1,000,000 annual aggregate limit.

(5) Garage keeper’s liability insurance in the minimum amount of $100,000 for City vehicles, either as a separate policy or as an endorsement to one of the other required policies.

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

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. 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.

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

City: Salt Lake City Corporation

Attn.: City Contracts Administrator, Purchasing

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

(By E-mail)

@slc.gov

With a copy to:

City: Salt Lake City Corporation

Attn.:

(For U.S. Postal Service delivery) P.O. Box 14____ Salt Lake City, UT 84114-____

-OR-

Email address

Contractor: Ø

Attention:

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

16. Contractor's obligations are solely to City and City’s obligations are solely to

Contractor. This Agreement shall confer no third-party rights whatsoever.

17. 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.

18. 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.

19. 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.

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

21. Contractor shall at all times comply with all Federal, State, and local environmental laws and regulations as the same may apply to Contractor's acts and responsibilities, in connection with this Agreement, and use due care with respect to such acts or responsibilities. Upon occurrence or discovery of any matter having adverse environmental impacts, which matter is the act or within the responsibility of Contractor, Contractor shall immediately notify City’s Sustainability Program Director, and promptly take at its sole expense all necessary actions to comply with all relevant environmental laws.

(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

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.

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

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/product 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.

SAMPLE LANGUAGE

A. Contractor shall provide eBike maintenance and replacement for City on an “as needed” basis. Such service shall include, but not be limited to, tune up, part repair, part replacement, other repair services for the eBikes, as well as, providing new eBikes for purchase as requested by City departments.

B. Contractor's Personnel.

1. Contractor shall provide sufficient personnel to accomplish the required services as scheduled. All personnel shall be skilled in the various tasks assigned to them and shall at all times be in safe and suitable clothing.

2. Contractor shall provide at least one employee on every job assignment who can clearly speak, read, write, and understand the English language in order that City's representatives may effectively communicate with Contractor.

3. Contractor shall provide a competent, well-trained and experienced supervisor who shall be on the premises during the length of each shift. Contractor shall provide City with the name of on-duty supervisors and where they may be contacted. No shift shall begin before 7:00 a.m.

4. Contractor shall be responsible for proper personal conduct of all of

Contractor’s personnel while they are on the premises or providing services hereunder. All City buildings are smoke-free and Contractor and Contractor's employees shall adhere to this policy. Contractor shall not employ any person(s) on or about the premises that, while on the premises, use improper language, act in a loud or boisterous manner, abuse controlled substances, consume alcoholic beverages, or use tobacco products. Contractor shall remove any employee whose conduct City believes to be detrimental to the best interest of City. No family members or friends of Contractor’s employees who are not also employed by Contractor shall be in or around the building while the janitorial work is being performed. Employees shall leave the premises immediately at the conclusion of their shift.

C. Contractor warrants that products furnished conform to the requirements specified and are of good merchantable quality and suitable for the purpose intended.

D. Upon request from City, Contractor agrees to provide annual reports to City showing all purchases made under this agreement. Reports will show City department name, part numbers, part descriptions, unit prices and extended amounts paid for all orders. Report shall also show the total dollar amount of expenditures for each City department for the year if more than one department is using the Agreement.

City may, at any time, audit invoices for purchases made by City from Contractor under this Agreement.

III. DELIVERABLES

Contractor shall provide City with the following:

A. Contractor shall provide City with evidence of completion of assigned tasks, and an itemized invoice of what work was done, any parts replaced, and make and model of the eBike.

B. 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

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. Any stated discount percentages shall be firm for the full term of this Agreement, including any renewal terms.

II. 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.

Salt Lake City prefers a paperless invoice and payment process. Include the contract number on all invoices and email invoices for this agreement to: ______________________@slc.gov.

If unable to email invoices, mail the paper invoice to:

Salt Lake City Corporation

£, Attn.:

P.O. Box ______ Salt Lake City, UT 84114-____