4-SLCI26050 Attachment 4 Airport Terms and Conditions.docx

CONTRACT NO. ¥

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.