DRAFT

Contract Number: _______________________

Vendor Number: ________________________

LEE COUNTY PORT AUTHORITY

CONSTRUCTION AGREEMENT

RFB 2X-XXXXAB

PROJECT NAME

THIS CONSTRUCTION AGREEMENT (referred to as “Agreement”) is entered this day of

, 202X, between the LEE COUNTY PORT AUTHORITY, a political subdivision and special district of the State of Florida, at 11000 Terminal Access Road, Suite 8671, Fort Myers, Florida, 33913

("Authority"), and XXX CORPORATION, a (state) Corporation, authorized to do business in the state of Florida, having a business address of XXXX, telephone number is XXX, and Federal Employer

Identification Number XXXX. ("Contractor")

In consideration of the mutual covenants herein set forth, the Authority and the Contractor agree as follows:

1. PROJECT DESCRIPTION

The Contractor at its own cost and expense shall and will furnish all labor, services, materials, tools and equipment, insurance, permits and all incidentals, as shown on the bid documents (the

"Work") required to complete the PROJECT XXXX (the "Project") at the Southwest Florida

International Airport and/or Page Field ("Airport") in a satisfactory and workmanlike manner and in strict accordance with the terms of this Contract, the Request for Bids for RFB XXX (including all Parts and Forms attached thereto), the Contractor's bid, the General and Special Conditions, the Airside

Improvements Phasing Plan; the construction drawings and Technical Specifications, and all applicable

Federal Aviation Administration (FAA) Federal Provisions (collectively the “CONSTRUCTION

DOCUMENTS”).

2. CONTRACT DOCUMENTS

The Agreement includes and incorporates by reference as if specifically set forth in the

Rev: 3.6.2026

Agreement the following documents: the advertisement for bids; the notice to Bidders; the Request for

Bids (including Parts A-H and Forms 1-14); the Contractor's bid; the project manuals; the General and

Special Conditions; the Federal Conditions; the Airside Improvements Phasing Plan; the construction drawings; the Technical Specifications; the Plans; the notice of award and any addenda issued before;

and all amendments or other modifications issued after execution of this Agreement.

3. SCOPE

Insert Scope

4. COMPENSATION

In consideration of the performance of the Agreement, the Authority agrees to pay the

Contractor in current funds, the total Lump Sum of (Spell our dollar amount), ($XXXX), as compensation for its services.

Notwithstanding the above, the Lump Sum above is based on estimated quantities contained in the Request for Bids and may be adjusted by the Authority as the following pay items shall be compensated based upon the final field verified quantity installed in place, assuming placement/installation of said items is deemed compliant to design intent by the CEI and Engineer of

Record:

(Insert Bidding Table info)

Even though this is a Lump Sum Agreement, specific items of Work may be paid on a unit price basis. Unit priced paid items of Work for this Agreement listed in the Project Request for Bids, are identified above. Only quantities verified to have been incorporated into the Work for these items shall be paid to the Contractor under the Lump Sum agreement.

5. INSURANCE

Before services commence and during the term of this Agreement, Contractor will provide, pay for, and maintain insurance with companies satisfactory to Authority in full accordance with the provisions specified in Part F, Insurance, Indemnification and Bond Requirements, as fully set forth in RFB

XX-XXXXAB, which is merged into and incorporated by reference as part of this Agreement.

Contractor agrees to provide Authority’s Risk Manager (LCPA@trustlayer.io) with a certificate of insurance indicating that all policies have been endorsed to provide advance written notice of any cancellation, intent not to renew, material change or alteration, or reduction in the policy coverages except in the application of the aggregate limits provision of any policy. In the event of a reduction in the aggregate limit of any policy, Contractor will immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. If there is a cancellation, Contractor agrees to obtain replacement coverage as soon as possible. All insurance will be from responsible companies duly authorized to do business, provide coverage, and honor claims in the state of Florida. Contractor’s certificate of insurance is included as Exhibit B.

The Authority reserves the right to reject insurance written by an insurer it deems unacceptable due to poor financial condition or other operational deficiencies. All insurance must be placed with insurers with an A.M. Best rating of not less than A-VII. Regardless of this requirement, the Authority in no way warrants that the required minimum insurer rating is sufficient to protect Contractor from potential insurer insolvency.

The acceptance by the Authority of any certificate of insurance evidencing the insurance coverages and limits required in this Agreement does not constitute approval or agreement by the Authority that the insurance requirements have been met or that the insurance policies shown in the certificates of insurance comply with the requirements of this Agreement.

All of Contractor’s insurance coverages will be primary and noncontributory to any insurance or self-insurance program carried by the Authority and applicable to work under this Agreement and will include a waiver of subrogation in favor of the Authority.

No work will commence, or any services or products be provided, under this Agreement unless and until the required certificates of insurance are received and approved by the Authority.

5.1 OTHER INSURANCE REQUIREMENTS

[if applicable]: Crime Insurance/Fidelity Bond - Contractor will maintain crime insurance coverage, or at the discretion of Authority, a Fidelity Bond, with limits equal to fifty percent (50%) of the Agreement mailto:LCPA@trustlayer.io value or $50,000.00, whichever is greater. The bond or policy will include coverage for all directors, officers, agents, and employees of the contractor. The bond or policy will include coverage for third-party fidelity and name the Authority as Loss Payee. The bond or policy will include coverage for extended theft and mysterious disappearance. The bond or policy will not contain a condition requiring an arrest and conviction. Policies will be endorsed to include coverage for computer crime/fraud.

[if applicable]: Subcontractor’s requirement - The Contractor must ensure that its agents, representatives, and subcontractors comply with the insurance requirements set forth herein. All liability insurance policies obtained to meet the requirements of this Agreement, other than Workers'

Compensation and Employer's Liability and Professional Liability policies, will name Authority as an additional insured and will contain the severability of interest provisions. By signing this Agreement, Contractor further agrees to waive its right to subrogation against the Authority.

6. PUBLIC RECORDS

1) Airport Security Plans - Contractor acknowledges that the Airport Security Plan, and other critical operational materials designated by the Authority, are exempt from disclosure as public records under Sections 331.22 and 119.071(3)(a), Florida Statutes. These materials include, but are not limited to, any photograph, map, blueprint, drawing, or similar material that depicts critical operational information that the Authority determines could jeopardize airport security if generally known.

2) Building Plans - Contractor further acknowledges that Section 119.07(3)(b)1., Florida Statutes exempts building plans, blueprints, schematic drawings, and diagrams depicting internal layouts and structural elements of a public building from the disclosure requirements of the Florida Public

Records Law.

3) Airport Security Systems - Section 281.301, Florida Statutes exempts information relating to the security systems for any property owned by or leased to the Authority and any information relating to the security systems for any privately-owned or leased property which is in Authority's possession, including all records, information, photographs, audio and visual presentations, schematic diagrams, surveys, recommendations, or consultations or portions thereof relating directly to or revealing such systems or information, and all meetings relating directly to or that would reveal such systems or information, is confidential and exempt from disclosure.

Section 119.071(3)(a)1., and 2., Florida Statutes reiterates the security system exemption and expands upon it to include threat assessments; threat response plans; emergency evacuation plans;

shelter arrangements; security manuals; emergency equipment; and security training as confidential and exempt from disclosure.

Contractor agrees not to divulge, furnish or make available to any third person, firm or organization, without Authority's prior written consent, or unless incidental to the proper performance of Contractor's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any confidential or exempt information concerning the services to be rendered by Contractor hereunder. Contractor shall require all of its employees, agents, and subcontractors to comply with the provisions of this Section.

7. CONTRACTOR’S PUBLIC RECORDS OBLIGATIONS

Contractor specifically acknowledges its obligations to comply with Section 119.0701, Florida

Statutes with regard to public records, and agrees to:

1) Keep and maintain public records that ordinarily and necessarily would be required by the

Authority in order to perform the services required under this Agreement;

2) Upon request from the Authority, provide the Authority with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law;

3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law; and

4) Meet all requirements for retaining public records and transfer, at no cost to the Authority, all public records in possession of Contractor upon termination of this Contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.

All records stored electronically must be provided to the Authority in a format that is compatible with the information technology system of the Authority.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,

FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT

239-590-4504, 11000 TERMINAL ACCESS ROAD, SUITE 8671, FORT MYERS, FLORIDA 33913,

publicrecords@flylcpa.com;

https://www.flylcpa.com/about-lcpa/lee-county-port-authority/#publicrecords

8. AIRPORT SECURITY REQUIREMENTS

Provider acknowledges that the Authority is subject to strict federal security regulations limiting access to secure areas of the airport and prohibiting violations of the adopted Airport Security

Program. Provider may need access to these secure areas to complete the work required by this

Agreement.

Provider therefore agrees, in addition to the other indemnification and assumption of liability provisions set out above, to indemnify and hold harmless the Authority and Lee County, Florida, and their respective commissioners, officers and employees, from any duty to pay any fine or assessment or to satisfy any punitive measure imposed on the Authority or Lee County, Florida by the FAA or any other governmental agency for breaches of security rules and regulations by Provider, its agents, employees, subcontractors, or invitees.

Provider further acknowledges that its employees and agents may be required to undergo background checks and take Airport Security and Access Procedures ("S.I.D.A.") training before receiving an Airport Security Identification Badge.

Immediately upon the completion of any work requiring airport security access under this

Agreement, or upon the resignation or dismissal or conclusion of any work justifying airport security access to any Provider agent, employee, subcontractor, or invitee, Provider will notify the Airports

Police Department that Provider's access authorization or that of any of Provider's agents, employees, subcontractors, or invitees has changed. Provider will confirm that notice, by written confirmation on company letterhead, within twenty-four (24) hours of providing initial notice to the Airport's Police

Department.

Upon termination of this Agreement, or the resignation or dismissal of any employee or agent, or conclusion of any work justifying airport security access to any Provider agent, employee, Rev: 3.6.2026 mailto:publicrecords@flylcpa.com https://www.flylcpa.com/about-lcpa/lee-county-port-authority/#publicrecords subcontractor, or invitee, Provider will surrender any Airport Security Identification Badge held by

Provider or by Provider's agents, employees, subcontractors, or invitees. A fee is charged for each new, renewed, lost, or unreturned badge. The Authority reserves the right to modify these fees at any time. Current badge fee schedules are available online at:

https://www.flylcpa.com/careers-and-employees/airport-badging/. This fee will be billed to Provider or deducted from any money owing to Provider, at the Authority's discretion.

Any work being conducted within the AOA or that may be in an area requiring access through or around the AOA will be coordinated in advance with the Authority’s Project Coordinator. At no time may the successful Bidder access these areas on its own without prior coordination and/or escort.

9. INDEMNIFICATION

Contractor agrees to indemnify and hold harmless Authority and Lee County, Florida and their respective commissioners, officers, consultants, agents and employees and anyone directly or indirectly employed by either of them, from and against any and all liabilities, losses, actions, suits, proceedings, claims or demands for injury, damage, loss, liability, cost or expense, including attorney's fees, of any kind or nature whatsoever, which may be brought, made or filed against Lee County or the Authority, and their respective officers and employees, for monies, or other loss, allegedly caused or incurred, in whole or in part, as a result of any negligent, wrongful, or intentional act or omission by

Contractor, or anyone performing work required of Contractor under this Agreement.

10. AUTHORITY'S REMEDIES

If the Contractor shall fail to comply with any of the terms, conditions, provisions, or stipulations of this Agreement, according to the true intent and meaning thereof, then the Authority may avail itself of any or all remedies provided in the Agreement or available under law and require Contractor to pay liquidated damages as provided in the Request for Bids, Bid Documents and any Addenda.

11. DISCRIMINATION CLAUSE

The Contractor, sub-recipient, or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Contractor shall carry out all https://www.flylcpa.com/careers-and-employees/airport-badging/ applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts.

Failure by the Contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the recipient (Authority) deems appropriate.

12. NONDISCRIMINATION CLAUSE

Pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, the Restoration Action of 1987, the Florida Civil Rights Act of 1992, and as said Regulations may be amended, the Contractor must assure that "no person in the United States shall on the basis of race, color, national origin, sex, creed or disability be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity," and in the selection and retention of subcontractors/subconsultants, including procurements of materials and leases of equipment.

The Contractor will not participate directly or indirectly in the discrimination prohibited by the

Acts and the Regulations, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.

13. GENERAL CIVIL RIGHTS CLAUSE

The Contractor agrees to comply with pertinent statutes, regulations, 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.

This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the Agreement. This provision is in addition to that required by Title VI of the Civil

Rights Act of 1964.

14. PROMPT PAYMENT AND RELEASE OF RETAINAGE REQUIREMENTS

Prompt payments to all subcontractors will be verified through the LCPA Compliance

Management System.The following requirement will apply to all contracts funded, either wholly or in part, with DOT financial assistance:

Contractor agrees to pay each subcontractor under this Agreement for satisfactory performance of its Agreement no later than ten (10) days from the receipt of each payment the Contractor receives from Authority. Contractor agrees further to return retainage payment to each subcontractor within ten (10) days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment beyond these time limits may occur only for good cause following written approval of the delay by the Authority. This clause applies to both DBE and non-DBE subcontractors.

15. E-VERIFY CLAUSE

Contractor certifies that it has registered and is using the U.S. Department of Homeland

Security's E-Verify Program for Employment Verification in accordance with the terms governing use of the Program. The Contractor further agrees to provide the Authority with proof of such enrollment within thirty (30) days of the date of this Agreement. Contractor agrees to use the

E-Verify Program to confirm the employment eligibility of:

15.1. All persons employed by Contractor during the term of this Agreement.

15.2. All persons, including contractors and subcontractors, assigned by the Contractor to perform work or provide services or supplies under this Agreement.

Contractor further agrees that it will require each contractor or subcontractor performing work or providing services or supplies under this Contract to enroll in and use the U.S. Department of

Homeland Security's E-Verify Program for Employment Verification to verify the employment eligibility of all persons employed by the contractor or subcontractor during the term of this Agreement.

Contractor agrees to maintain records of its participation and compliance with the provisions of the E-Verify Program, including participation by its contractors and subcontractors as provided above, and to make such records available to the Authority or other authorized state or federal agency consistent with the terms of this Agreement.

Compliance with the terms of this Section is made an express condition of this Agreement, and the Authority may treat failure to comply as a material breach of the Agreement and grounds for immediate termination.

16. WARRANTIES

Contractor shall obtain and assign to the Authority all required express warranties given to

Contractor or any subcontractors by materialmen supplying materials, equipment or fixtures that are to be incorporated into the Project. Contractor further warrants to Authority that any materials, parts and equipment furnished under this Agreement will be new unless otherwise replace specified, and that all work will be of good quality, free from all defects and in conformance with the Agreement.

The Contractor agrees that all items furnished under this Agreement shall be warranted for a period of one (1) year from the date that a Certificate of Substantial Completion is issued, unless otherwise specified in the Agreement documents. If, within the warranty period, any work is found to be defective or not in conformance with the Agreement, Contractor shall correct or replace it promptly at no cost to Authority after receipt of written notice from Authority. Contractor shall also be responsible for and pay for replacement or repair of any materials or work which may be damaged as a result of such replacement or repair. The warranties are in addition to those implied warranties to which

Authority is entitled as a matter by law.

17. FAA PROVISIONS

The parties incorporate herein by reference all provisions lawfully required to be contained herein by the Federal Aviation Administration or any other governmental body or agency, attached as

Exhibit A. If the FAA or any successor requires modifications or changes in this Agreement as a 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 of any of the terms, conditions, or requirements of this Contract as may be reasonably required.

18. SOVEREIGN IMMUNITY

The Contractor acknowledges and agrees that Authority does not waive its sovereign immunity by entering into this Agreement and that nothing herein shall be interpreted as a waiver of Authority’s rights, including the limitation of waiver of immunity per Section 768.28, Florida Statutes, or any other statute, and Authority expressly reserves those rights to the fullest extent allowed by law.

19. GOVERNING LAW AND VENUE

This Agreement shall be governed by the laws, rules, and regulations of the State of Florida. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement shall be brought in the Florida state courts in Lee County, Florida. The prevailing party in any such suit or action, including any appeals, shall be entitled to recover from the other party their reasonable attorneys' fees and court costs.

REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK

IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first written above.

PROVIDER BOARD OF PORT COMMISSIONERS

LEE COUNTY, FLORIDA

By: By:

Chair or Vice Chair Printed Name OR

Title LEE COUNTY PORT AUTHORITY

By:

Executive Director or designee

ATTEST: Kevin Karnes Approved as to form for the reliance of Lee County Clerk of Court Lee County Port Authority only:

By: __________________________ By: _____________________________

Lee County/Port Authority Attorney’s Office

EXHIBIT A

FEDERAL AVIATION ADMINISTRATION (FAA) FEDERAL PROVISIONS

Reference FAA Airport (29 December 2025). Contract Provision Guidelines for Obligated Sponsors and Airport Improvement Program Projects. Required Contract Provisions for Airport Improvement Program and for Obligated Sponsors, 29 December 2025.

https://www.faa.gov/airports/aip/procurement/federalcontractprovisions/current.pdf

Contractors are required to comply with all provisions checked in the table below.

FAA

Provision Reference

Provision Description

A1 Access to Records and Reports A2 Breach of Contract A3 Buy American Preference A4 Civil Rights – General A5 Civil Rights – Title VI Assurances A6 Clean Air/Water Pollution Control A7 Contract Work Hours and Safety Standards Requirements A8 Copeland Anti-Kickback Act A9 Davis Bacon Requirements A10 Debarment and Suspension A11 Disadvantaged Business Enterprise A12 Distracted Driving A13 Prohibition on Certain Telecommunications and Video Surveillance Services or

Equipment A15 Federal Fair Labor Standards Act A16 Lobbying and Influencing Federal Employees A17 Occupational Safety and Health Act A18 Procurement of Recovered Materials A19 Right to Inventions A20 Seismic Safety A21 Tax Delinquency and Felony Conviction A22 Termination of Contract A23 Trade Restriction Certification A24 Veteran’s Preference A25 Domestic Preferences for Procurements A26 Prohibition of Covered Unmanned Aircraft Systems (UAS) https://www.faa.gov/airports/aip/procurement/federal_contract_provisions/current_pdf

A1 Access to Records and Reports

The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Owner, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.

A2 Breach of Contract

Any violation or breach of terms of this contract on the part of the Contractor or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement.

Owner will provide Contractor written notice that describes the nature of the breach and corrective actions the Contractor must undertake in order to avoid termination of the contract. Owner reserves the right to withhold payments to Contractor until such time the Contractor corrects the breach or the Owner elects to terminate the contract. The Owner’s notice will identify a specific date by which the Contractor must correct the breach. Owner may proceed with termination of the contract if the Contractor fails to correct the breach by the deadline indicated in the Owner’s notice.

The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law.

A3 Buy American Preference

The Contractor certifies that its bid/offer is in compliance with 49 U.S.C. § 50101, BABA and other related Made in America Laws,2 U.S. statutes, guidance, and FAA policies, which provide that Federal funds may not be obligated unless all iron, steel and manufactured goods used in AIP funded projects are produced in the United States, unless the Federal Aviation Administration has issued a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is included in the FAA Nationwide Buy American Waivers Issued list.

A4 Civil Rights - General

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, creed, sex, 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.

Specific Clause that is used for General Contract Agreements - The above provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.

Specific Clause that is used for Lease Agreements or Transfer Agreements - If the Contractor transfers its obligation to another, the transferee is obligated in the same manner as the Contractor.

The above provision obligates the Contractor for the period during which the property is owned, used or possessed by the Contractor and the airport remains obligated to the Federal Aviation Administration.

A5 Civil Rights - Title VI Assurance

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 nondiscrimination statutes and authorities; including but not limited to:

● 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);

● 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;

● 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);

● 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);

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

● 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);

● 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);

● 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;

● 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).

Title VI Clauses for Compliance with Nondiscrimination Requirements

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:

1. 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.

2. 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.

3. 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.

4. 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.

5. Sanctions for Noncompliance: In the event of a Contractor’s noncompliance with the nondiscrimination 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:

a. Withholding payments to the Contractor under the contract until the Contractor complies;

and/or

b. Cancelling, terminating, or suspending a contract, in whole or in part.

6. 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.

Title VI Clauses for Deeds Transferring United States Property

Clauses For Deeds Transferring United States Property

The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of the Airport Improvement Program grant assurances:

NOW, THEREFORE, the Federal Aviation Administration as authorized by law and upon the condition that the (Title of Sponsor) will accept title to the lands and maintain the project constructed thereon in accordance with (Name of Appropriate Legislative Authority), for the (Airport Improvement Program or other program for which land is transferred), and the policies and procedures prescribed by the Federal Aviation Administration of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S.

Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 USC §§ 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the (Title of Sponsor) all the right, title and interest of the U.S. Department of Transportation/Federal Aviation Administration in and to said lands described in (Exhibit (_) attached hereto or other exhibit describing the transferred property) and made a part hereof.

(HABENDUM CLAUSE)

TO HAVE AND TO HOLD said lands and interests therein unto (Title of Sponsor) and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the (Title of Sponsor), its successors and assigns.

The (Title of Sponsor), in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the (Title of Sponsor) will use the lands and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended[, and (3) that in the event of breach of any of the above-mentioned nondiscrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the Federal Aviation Administration and its assigns as such interest existed prior to this instruction].*

(*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.)

Title VI Clauses for Transfer of Real Property Acquired or Improved Under the Activity, Facility, or Program

Clauses for Transfer of Real Property Acquired or Improved Under the Airport Improvement Program

The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the Sponsor pursuant to the provisions of the Airport Improvement Program grant assurances:

A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add “as a covenant running with the land”] that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Title VI List of Pertinent Nondiscrimination Acts and Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, (Title of Sponsor) will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.*

C. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the (Title of Sponsor) will have the right to enter or re-enter the lands and facilities thereon, and the above-described lands and facilities will there upon revert to and vest in and become the absolute property of the (Title of Sponsor) and its assigns.*

(*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)

Title VI Clauses for Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program

Clauses for Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program

The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by (Title of Sponsor) pursuant to the provisions of the Airport Improvement Program grant assurances.

A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination,

(3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Title VI List of Pertinent Nondiscrimination Acts and Authorities.

B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non-discrimination covenants, (Title of Sponsor) will have the right to terminate the (license, permit, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.*

C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, (Title of Sponsor) will there upon revert to and vest in and become the absolute property of (Title of Sponsor) and its assigns.*

(*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)

A6 Clean Air and Water Pollution Control

Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387). The Contractor agrees to report any violation to the Owner immediately upon discovery. The Owner assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration.

Contractor must include this requirement in all subcontracts that exceed $150,000.

A7 Contract Workhours And Safety Standards Act Requirements

1. Overtime Requirements.

No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; Liability for Unpaid Wages; Liquidated Damages.

In the event of any violation of the clause set forth in paragraph (1) of this clause, the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this clause, in the sum of $29 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this clause.

3. Withholding for Unpaid Wages and Liquidated Damages.

The Federal Aviation Administration (FAA) or the Owner shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this clause.

4. Subcontractors.

The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs

(1) through (4) and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this clause.

A8 Copeland “Anti-Kickback” Act

Contractor must comply with the requirements of the Copeland “Anti-Kickback” Act (18 USC 874 and 40 USC 3145), as supplemented by Department of Labor regulation 29 CFR part 3. Contractor and subcontractors are prohibited from inducing, by any means, any person employed on the project to give up any part of the compensation to which the employee is entitled. The Contractor and each Subcontractor must submit to the Owner, a weekly statement on the wages paid to each employee performing on covered work during the prior week. Owner must report any violations of the Act to the Federal Aviation Administration.

A9 Davis-Bacon Requirements

1. Minimum Wages.

(i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by the Secretary of Labor under regulations implementing the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalent thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer’s payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under (1)(ii) of this section) and the DavisBacon poster (WH-1321) shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can easily be seen by the workers.

(ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:

(1) The work to be performed by the classification requested is not performed by a classification in the wage determination;

(2) The classification is utilized in the area by the construction industry; and

(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination.

(B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer…