4-SLCI26088 Attachment 4 PO SUPPLEMENTAL TC.docx

SUPPLEMENTAL TERMS AND CONDITIONS

PURCHASE ORDER NO. <Contractor>, REQUISITION NO.

DEPARTMENT OF AIRPORTS

The following conditions apply in addition to those listed in the Purchase Order.

1. CITY’S RIGHT TO DO WORK. No provision in this Purchase Order 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 Purchase Order, 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. UTAH STATE REGISTRATION. If doing business under an assumed name, i.e. an Individual, Association, Partnership, Corporation, or otherwise, Contractor shall be registered with the Utah State Division of Corporations and Commercial Code.

3. DAMAGE TO CITY PROPERTY. 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.

4. SAFETY. 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. 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.

5. The following conditions replace and supersede those listed on the Purchase Order with the same title.

INDEMNITY. Contractor agrees to indemnify, save harmless and defend the 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, to the extent they are caused by Contractor's intentionally wrongful, reckless or negligent performance hereunder. If the 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 the City, then in addition to any other remedies City may have, Contractor shall pay the 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 the indemnitor to indemnify the indemnitee against the indemnitee's sole negligence.,

6. NOTICES. In addition to the emails listed in the Purchase Order, notices to City provided for herein shall also include the following, which shall be sufficient if emailed, hand delivered or sent by first class, certified, or registered mail, postage prepaid, to the following address:

City’s Contract Administrator Salt Lake City Corporation P.O. Box 145450 Salt Lake City, Utah 84114-5450 SLCPurchasing@slc.gov

7. SUSTAINABLE PROCUREMENT PROVISION. It is the City’s policy to purchase environmentally preferable products containing the maximum amount of post-consumer and/or recovered materials practicable in both the product and the product packaging, to purchase energy efficient electrical products, and to source products from local, sustainable businesses, whenever practicable.

8. FAA SUBORDINATION CLAUSE. This Purchase Order and all provisions hereof are subject and subordinate to the terms and conditions of any existing or future Purchase Order 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 Purchase Order 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 Purchase Order 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 Purchase Order, as may be reasonably required.

9. RIGHT OF AVIGATION. It will be a condition of this Purchase Order, 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 Purchase Order 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 Purchase Order or in law or equity, to enter upon the premises and cause the abatement of such interference at the expense of Contractor.

10. TITLE VI LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES

During the performance of this Purchase Order, 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. 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 Purchase Order 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.

12. 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 Purchase Order includes the reimbursement of any such payments made by City on Contractor’s behalf. If required by the City for the performance of this Purchase Order, 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 Purchase Order. 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 Purchase Order 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.

13. 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.

14. The following insurance requirements apply to this Purchase Order:

a. GENERAL INSURANCE REQUIREMENTS FOR ALL POLICIES.

i. 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.

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

iii. Currently rated A- or better by A.M. Best Company;

—OR—

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

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

v. 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.

vi. 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.

vii. 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:

i. 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.

ii. 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 $2/5,000,000 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.

iii. 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 $2/5,000,000 per occurrence, $2/5,000,000 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.

15. WAR OR NATIONAL EMERGENCY. This Purchase Order 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.

16. 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.

17. 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.

18. COMPLIANCE WITH NONDISCRIMINATION REQUIREMENTS:

During the performance of this Purchase Order, 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:

i. Withholding payments to the Contractor under the contract until the Contractor complies; and/or

ii. 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.