General_Terms_and_Conditions.pdf

GENERAL TERMS AND CONDITIONS

1. Definitions Contract Term – The contract term will be the term set forth in the contract, or if none, the term specified in the solicitation documents, except as to any warranties that extend beyond that date.

PortAuthorityorAuthority–TheLeeCountyPortAuthority,apoliticalsubdivisionandspecialdistrict of the state of Florida.

Vendor–Anindividual,partnership,corporationorbusinessentitythatentersintoacontractwiththe Port Authority.

2. Applicability of General Terms and Conditions These purchase order terms are in addition to the terms andconditionssetforthinanysolicitation document and/or purchase agreement and should be read in conjunctionwiththesameunlessthe documentindicatesotherwise.TotheextentthatVendorhasfurnishedtermsandconditionsthatmay conflictwiththeseGeneralTermsandConditions,thelattershallcontrol.Eitherparty’sfailuretoinsist upontheperformanceofanyprovisionoftheseGeneralTermsandConditionsshallnotbeconstrued as a waiver of thatparty’spresentorfuturerighttosuchperformanceoreachparty’sobligationsin respect thereto and shall continue in full force and effect.

3. Contract Provisions by Reference ItismutuallyagreedbyandbetweentheAuthorityandtheVendorthattheAuthority’sacceptanceof the Vendor’s offer by the issuance of a purchase order or contract will, upon acceptance of the purchaseorderorexecutionofthecontract,createanagreementbetweenthepartiescontainingthe following:

● All specifications, terms and conditions inthesolicitationdocumentexceptasamendedinthe contract document or contract amendment.

● These General Terms and Conditions.

Unless otherwise specified, in the event of any conflict, the documents willcontrolinthefollowing order:

1. The written contract (if any);

2. The Vendor’s exceptions, if expressly accepted by Port Authority in writing;

3. The solicitation document;

4. These General Terms and Conditions;

5. The Vendor’s offer.

4. Governing Law and Dispute Resolution ContractswiththePortAuthorityshallbegovernedandconstruedinaccordancewiththelawsofthe stateofFlorida,andbythelaws,rulesandregulationsoftheUnitedStates.Anysuitoractionbrought byeitherpartytothecontractagainsttheotherpartyrelatingtoorarisingoutofthecontractshallbe broughteitherintheFloridastatecourtsinLeeCounty,Florida,orintheUnitedStatesFederalDistrict CourtfortheMiddleDistrictofFlorida,FortMyersDivision.IfthePortAuthorityistheprevailingparty inanysuchsuitoractionitshallbeentitledtorecoverfromtheotherpartyits’reasonableattorneys' fees and court costs.

5. Indemnification VendorshallindemnifyandholdharmlessLeeCountyPortAuthorityandLeeCounty,Florida,andtheir

Revision Date 08/15/2024 PAGE1 respective agents and employees, from and against all claims, damages, lossesandexpensestothe extentcausedbythenegligence,recklessness,orintentionalwrongfulmisconductoftheVendorand persons employed or utilized by the Vendor in the provision of goods or the performance of the services hereunder.

6. Insurance All Vendors shall furnish proof of acceptable insurance intheformofacurrentinsurancecertificate including,additionalinsuredendorsements,withcoveragesandlimitsmeetingthefollowingminimum standard requirements:

SUMMARY OF COVERAGES

GENERAL LIABILITY $1,000,000

General Aggregate $2,000,000 Products $2,000,000

AUTO LIABILITY $1,000,000

Or,if Vendor will be Airside $5,000,000

WORKERS COMPENSATION Per Florida Statutes Employers Liability: Per Employee (disease) $1,000,000

Policy Limit $1,000,000 PROFESSIONAL LIABILITY If required, per occurrence $1,000,000

Aggregate $2,000,000

At the discretion of the Authority, all insurance limits may be reevaluated andchangedatanytime during the term of the contract.

Professional liabilityinsurancemayberequired,insuringtheVendor’slegalliabilityarisingoutofthe performance of any professional services under the contract. Such insurance shall have limits of minimum $1,000,000 per occurrence and $2,000,000 aggregate. Any deductible applicable to any claim shall be the Vendor’s sole responsibility.

Workers’ compensationandemployer’sliabilityinsuranceshallbemaintained,asrequiredbyFlorida law,bytheVendorandshallremaininforceduringthetermofthecontractforallemployees(ifany) engaged in any work. The limits of such insurance shall not be less than the Authority’s current standard insurance requirements of Statutory LimitsforWorkers’Compensationand$1,000,000per employee and policy limit for Employers’ Liability.

General liability insurance shall be maintained by Vendors and must include, but not be limitedto, bodily injury and property damage, operations andcompletedoperations,contractual,andpersonal injury in the amounts of $1,000,000 per occurrence and $2,000,000 aggregate.

Business automobile liability insurance shall be maintained by Vendors for bodily injury, property damage, andlegalliabilitycausedbyanautomobileaccidentresultingfromtheVendor’soperations.

The limits of insurance shallnotbelessthantheamountsstatedintheAuthority’scurrentstandard insurancerequirementsof$1,000,000eachaccident.Anyworkairsidewillraisetheaforesaidlimitsto $5,000,000 per occurrence.

The insurance provided must include coverage for all parties employed by the Vendor.

Theappointedinsuranceagentorcarriershallbedulylicensedtoprovidecoverageandhonorclaims within Florida. The certificate of insurance must indicate that the insurance policies have been endorsedtoprovidetheAuthorityadvancenoticeofcancellations,statethatthecoverageisprimary and noncontributory; andthattheLeeCountyPortAuthorityisanadditionalinsuredonanygeneral

Revision Date 08/15/2024 PAGE2 liabilityandautomobileliabilityinsurance.Vendoragreestowaiveitsrighttosubrogationagainstthe Authority.

If the Vendor has a self-insured retention (SIR) that is greater than $50,000 per claim, the Port Authority retains the right to require the Vendor to obtain a dedicated commercial general liability and/or business automobile liability policy with no SIR provision which names the Lee County Port Authority as an additional insured, and contains the Port Authority’s current standard insurance requirements.

An insurance certificate on an approved formisrequiredfromVendorintheamountsstatedabove.

Thisformmustbeproperlyexecutedandsubmittedbeforeanygoodsaredeliveredoranyworkmay begin.NopurchaseorderforservicesinwhichaVendorwillbecomingontoAuthoritypropertyshall be issued until Vendor’s certificate of insurance is approved.

7. Termination TheVendorshallbeconsideredinmaterialdefaultofthecontractandsuchdefaultwillbeconsidered causeforAuthoritytoterminatethecontract,inwholeorinpart,asfurthersetforthinthissection, for any of the following reasons:

1. Failure to begin work under the contract within the times specified;

2. Failure to properly and timely provide the goods or perform the services as directed by the

Authority as provided in the contract;

3. The bankruptcy or insolvency or a general assignment for the benefit of creditors by Vendor;

4. Failure to obey laws, ordinances, regulations or other codes of conduct;

5. Failure to perform or abide by the terms or spirit of the contract;

6. For any other just cause, or

7. Authoritymayalsoterminatethecontractforanyreason,ornoreason,ifinthebestinterestof the Authority by giving Vendor seven (7) calendar days written notice of termination.

IfthePortAuthorityhasreasontobelieveVendorwillbeunabletoperformunderthecontract,itmay make a demand for reasonable assurancesthatVendorwillbeabletotimelyperformallobligations underthecontract.IfVendorisunabletoprovidesuchadequateassurances,thensuchfailureshallbe an event of default and grounds for termination of the contract.

8. Notice Regarding Public Entity Crimes Section 287.133(2) (a), Florida Statutes, prohibits a person or affiliate who has been placed on the Convicted Vendor List maintained by the Florida Department of Management Services following a conviction for a public entity crime from:

a. Contracting to provide goods or services to a public entity.

b. Submitting a bid on a contract for construction or repair of a public building or public work.

c. Submitting bids on leases of real property to a public entity.

d. Being awarded or perform work as a Vendor, supplier,orsubcontractorunderacontractwith any public entity in excess of $35,000.00.

Theprohibitionslistedaboveapplyforaperiodofthirty-six(36)monthsfromthedateapersonoran affiliate is placed on the Convicted Vendor List.

In additiontotheforegoing,byagreeingtoprovidegoodsorservicesunderthecontracttheVendor certifies that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation (FAR 48 C.F.R Ch. 1 Subpart 9.4). Vendor will immediately notify the Port Authority if the Vendor is placed on the Consolidated List of Debarred, Suspended, and Ineligible Vendors.

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9. Compensable Damages for Breach TheVendoragreesthatthefollowingitemsshallbeincludedascompensabledamagesforanybreach of contract with the Port Authority:

● Replacement costs;

● Costs of reissuing and repeating a competitive solicitation ;

● Expenses incurred as the result of delay in obtaining replacements;

The enumeration of compensable damages contained in this sectionisnotintendedtobeexclusive and will not operate tobarrecoverybythePortAuthorityforanyotherdamagesoccasionedbythe Vendor’s breach of the contract. However, in cases where the contract provides for liquidated damages, said liquidated damages shall be in lieu of all other damages, including those enumerated.

10. Assignment and Subcontracting The Vendor(s)maynotassignordelegateitsrightsandobligationsunderthecontractinwholeorin part without the prior written consent of the Port Authority. Any attempted assignment or subcontracting shall be void.

11. Vendor’s Responsibility in Performing Work TheVendorissolelyresponsibleforthefulfillmentofthecontractwiththePortAuthority.Vendorand its agents, subcontractors, independent contractors and other types of representatives shall be independent contractors and shall not act as agents of the Port Authority. All persons furnished or retained by Vendor in connection with the contract shall be consideredemployeesoragentsofthe Vendor.

TheVendorshallberesponsibleforanyemployeemisconductwhileonthePortAuthority’spremises.

Vendors shall ensure that employees abide byanyapplicablePortAuthoritypoliciesandregulations concerningbehavior/conduct.Anyemployeeundertheinfluenceofalcoholorcontrolledsubstances, otherthanprescriptionmedications,shallnotbeallowedonthePortAuthoritypremisesandshallbe permanently dismissed if found to be so. Further, offensive language, sexual or other types of harassment of employees or visitors tothePortAuthoritycouldresultinimmediateandpermanent dismissal of the offending person(s) from the Port Authority site.

12. Environmental Sustainability The Vendor is encouraged to use as many environmentally preferable “green” products, materials, supplies and methods as possible in order to promote a safe and healthy environment.

Environmentally preferable products are those products that have a reduced adverse effect on the environment, or that promote environmental sustainability.

13. Additions, Deletions or Contract Changes The Port Authority reserves the righttoadd,delete,orchangeitemsorservicesinanycontract.No modification or change of a contract provision shall be made, unless such modification is mutually agreedtoinwritingbytheVendorandthePortAuthorityandincorporatedasawrittenmodification to the contract.Memorandaofunderstandingorothercorrespondenceshallnotbeinterpretedasa modification to or part of the contract, unless specifically agreed to in writing by both parties.

14. Permits, Licenses and Taxes The Vendor must be authorized to transact business in the state of Florida. All applicablelawsand regulations of the state of FloridaandordinancesandregulationsofthePortAuthoritywillapplyto the contract.

The Vendor shall procure all necessary permits and licenses and abide by all applicable laws, regulations and ordinances of all federal, state, and local governments in which work under the contract is performed.

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The Authority is exempt from federal excise and state sales tax. Nothing herein shall affect the Vendor’s normal tax liability. TheVendorshallpayanysales,use,personalproperty,andothertaxes arisingoutofthecontractandthetransactionscontemplatedhereby.Anyothertaxeslevieduponthe contract, the transaction, or the equipment or services delivered are the responsibility of the Vendor.

15. Proprietary Information, Data Duplication, and Disclosure TheVendoragreesthatanyinformationdisclosedbythePortAuthoritytotheVendorforthepurpose of any contract shall be used only in theperformanceofthecontract.Vendorwillkeepinformation confidential,willnotdiscloseittoanythirdpartyexceptasauthorizedbytheAuthority,andwillonly disclose it to those within its organization who need touseitinperformanceofthecontract.Upon completion or termination of the contract, Vendor shall return all such information to the Port Authority or make such other disposition thereof as may be directed or approved by the Port Authority.

Noitemfurnishedunderthecontract,ortools,plans,designsorspecificationsforproducingthesame whichhavebeenspecificallydesignedforusebythePortAuthorityshallbeduplicatedorusedbythe Vendor. Upon completion or termination of the contract, Vendor shall return allitems,tools,plans, designs or specifications to the Port Authority or make such other disposition thereof as may be directedbyorapprovedbythePortAuthority.TheVendoragreesthatitwillnot,withoutpriorwritten approvalofthePortAuthority,publicizethecontractordisclose,confirmordenyanydetailsthereofto third parties, or use the Port Authority’s name in connection with Vendor’s sales promotion or publicity without prior written approval of the Port Authority.

Nothing in this provision shall restrict Vendor’s right to use or disclose any information which isor becomes generally known to the public without breach of this provision by Vendor, or is rightfully obtained without restriction from other sources.

16. Non-Discrimination and Equal Opportunity The Vendor is subject to and shall comply with all applicable federal, state and local laws and regulationsgoverningequalemploymentopportunityandaffirmativeactionincluding,butnotlimited to, the federal requirements set forth in Titles VI and VII of Civil Rights Act of 1964, as amended;

Sections 503 and 504 oftheRehabilitationActof1973,asamended;theAmericanswithDisabilities Actof1990,asamended;ExecutiveOrder11246asamended;TheAgeDiscriminationinEmployment Actof1967,asamended;theAgeDiscriminationActof1975,asamended;TheVietnamEraVeterans’ Readjustment Assistance Act of 1974, as amended; and all regulations and administrative rules establishedpursuanttotheforegoinglaws.Expressly,Vendorshallnotdiscriminateinemploymenton the basis of race, color, religion, age, sex, national origin, physical ormentaldisability,orbecausea person is a disabled veteran or a veteran of the Vietnam era.

17. Vendor and Subcontractors Responsibility with Federally Funded Contracts Section 503 Disabilities Vendors and subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability,andrequiresaffirmativeactionbycoveredprimeVendorsandsubcontractorstoemployand advance in employment qualified individuals with disabilities.

VEVRRA-Vendorsandanysubcontractorsshallabidebytherequirementsof41CFR60-300.5(a).This regulationprohibitsdiscriminationagainstqualifiedprotectedveterans,andrequiresaffirmativeaction by covered Vendors and subcontractors to employ and advance in employment qualified protected veterans.

18. Public Records Access and Audits Any materials submitted to the Port Authority including all written communications relating to the contractareconsideredpublicdocumentsinaccordancewithSection119.0701,FloridaStatutes.This

Revision Date 08/15/2024 PAGE5 includes materials that the responding Vendor might consider to be confidential. Any information submitted thattherespondingVendorbelievestobeconfidentialandexemptfromdisclosure(e.g.a trade secret) must be specifically identified as such. Upon receipt of a public records request for information the Vendor has designated as a trade secret or asserts is otherwise exempt from disclosure, the PortAuthoritywillnotifytheVendorthatithasreceivedarequesttoinspectorcopy informationthathasbeendesignatedasatradesecretbytheVendor.TheVendorwilltakeactionto respondtotherequestpromptly,butnolaterthanten(10)calendardaysfromthedateofnotification by the Authority or Vendor will be deemed to have waived the trade secret designation of the requested information.

All Vendors shall maintain records related tocharges,expensesandcostsincurredinestimatingand performing the work foratleastthree(3)yearsaftercompletionorterminationofthecontract.The Port Authority shall have access to such records as required in this section for the purpose of inspection or audit during normal business hours, at the Vendor’s place of business.

Notwithstanding anything contained herein, as provided underSection119.0701,FloridaStatutes,if the Vendor provides a service and acts on behalf of the Port Authority as provided under Section 119.011(2), Florida Statutes, the Vendor shall comply with the requirements of Section 119.0701, Florida Statutes, as it may be amended from time to time.

The Vendor is specifically required to:

● KeepandmaintainpublicrecordsrequiredbythePortAuthoritytoperformservicesasprovided under this contract.

● Upon request from the Lee County Port Authority,provideacopyoftherequestedrecordsor allow the records to be inspected or copied within a reasonable time at a costthatdoesnot exceed that provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

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

● Upon completionofthecontract,transfer,atnocost,allpublicrecordsinitspossessiontothe Port Authority, unless notified otherwise by the Port Authority. Destroy any duplicatedpublic recordsthatareexemptorconfidentialandexemptfrompublicrecordsdisclosurerequirements.

AllrecordsstoredelectronicallymustbeprovidedtotheAuthorityinaformatthatiscompatible with the information technology system of the Authority.

TheVendoracknowledgesthatithasfamiliarizeditselfwiththerequirementsofChapter119,Florida Statutes, and other requirements of state law applicable to public records not specifically set forth herein.FailureofVendortocomplywiththeserequirementsshallbeamaterialbreachofthecontract.

ThePortAuthorityshallhavetherighttoexerciseanyandallremediesavailableforbreachofcontract, including but not limited to, the right to terminate the contract for cause.

IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA

STATUTES, CONCERNING THE VENDOR’S DUTY TO PROVIDE PUBLIC RECORDS IN RELATION TO A

CONTRACT,HEORSHESHOULDCONTACTTHELEECOUNTYPORTAUTHORITYCUSTODIANOFPUBLIC

RECORDS AT:

Lee County Port Authority Custodian of Public Records Victoria B. Moreland

11000 Terminal Access Road, Suite 8671 Fort Myers, FL 33913-8213

Email: publicrecords@flylcpa.com Phone: 239-590-4504

Fax: 239-590-4539

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19. Exemptions from Public Record Vendor acknowledges that any information concerning its services may be exempt from disclosure under the Florida Public Records Law as follows:

(1) Airport Security Plans – The Southwest Florida International Airport security plan, and other critical operationalmaterialsdesignatedbytheAuthority,areexemptfromdisclosureaspublic records under Section 331.22,FloridaStatutes.Thesematerialsinclude,butarenotlimitedto, 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 - Vendor further acknowledges that Section 119.07(3)(b)1., Florida Statutes, exemptsbuildingplans,blueprints,schematicdrawings,anddiagramsdepictinginternallayouts 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 information relating to the security systems for anypropertyownedbyorleasedtotheAuthorityandany informationrelatingtothesecuritysystemsforanyprivatelyownedorleasedpropertywhichis 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 orinformation,andallmeetingsrelating directly to or that would reveal such systems or information, is confidentialandexemptfrom disclosure. Section 119.0701(3)(a)1 and 2., Florida Statutes include threatassessments,threat response plans, emergency evacuation plans, shelter arrangements, security manuals, emergencyequipment,andsecuritytrainingasconfidentialandexemptfromdisclosure.Vendor agreesnottodivulge,furnishormakeavailabletoanythirdperson,firmororganization,without Authority’s prior written consent, or unless incidental to the proper performance of Vendor’s obligations hereunder, or in the course of judicial or legislative proceedings where such informationhasbeenproperlysubpoenaed,anyconfidentialorexemptinformationconcerning the services to be rendered by Vendor hereunder. Vendor shall require all of its employees, agents, and subcontractors to comply with the provisions herein.

(4) Port Authority Cybersecurity Information - Section 119.0725, exempts the following from public disclosure: information relating to critical infrastructure, network schematics,hardware andsoftwareconfigurations,orencryptioninformationorinformationthatidentifieddetection, investigation,orresponsepracticeforsuspectedorconfirmedcybersecurityincidents,including suspected or confirmed breaches, if the disclosure of such information would facilitate unauthorized access to or unauthorized modification, disclosure or destruction of:

● data or information, whether physical or virtual

● information technology resources, which include the Authority’s existing or proposed information technology systems

● anyportionofameetingthatwouldrevealinformationrelatedtocriticalinfrastructure or technology systems or data in the aforementioned paragraph

TotheextentthelawappliestotheservicestobeacquiredbytheAuthority,Vendoragreesto treatallsuchinformationasconfidentialandnottodiscloseitwithoutpriorwrittenconsentof the Authority.

20. Conflict of Interest TheVendoraffirmsthat,tothebestofitsknowledge,thereexistnoconflictsofinterestbetweenthe VendorandthePortAuthorityoritsemployees.IntheeventofchangeinVendor’sinterests,Vendor

Revision Date 08/15/2024 PAGE7 shallinformthePortAuthorityregardinganyconflictsofinterestthatarelikelytoariseasaresultof suchchange.Vendorherebyrepresentsthatithasnotparticipatedinanyillegalorunethicalconduct in connection with the contract. If, at any time, the Port Authority determines the Vendor is in violation of the foregoing representation, the Port Authority may cancel the contract upon written notice to the Vendor and the Port Authority shall have no further obligation to the Vendor.

21. General Warranties The Vendor warrants that all goods shall conform to the specifications of the contract andshallbe merchantable, free from defects (including defects in design and fit) and suitable for the intended purposes.Vendorfurtherwarrantsthatallservicesshallconformtothespecificationsofthecontract and shall be performed in a professionalandworkmanlikemanner.Thesewarrantiesshallremainin effect for at least one year following Port Authority’sacceptanceofthegoodsorservicesorforthe duration of Vendor’s standard warranty period if such period exceeds one year. The foregoing warrantiesareinadditionto,andshallnotlimit,anyotherwarrantiesorbuyerprotectionsthatexist by operation of law.

22. Price Warranty TheVendorwarrantsthattheprice(s)forthearticlesorservicessoldtothePortAuthorityhereunder are not less favorable than those extended to any other customer (whether government or commercial)forthesameorsimilararticlesorservicesinsimilarquantities.IftheVendorreducesits price(s) for such articles or services during the term of the contract, Vendor agrees to reduce the prices hereof accordingly.Vendorwarrantsthatpricesshownonthecontractshallbecomplete,and noadditionalchargesofanytypeshallbeaddedwithoutthePortAuthority’sexpresswrittenconsent.

Suchadditionalchargesinclude,butarenotlimitedto,shipping,packaging,labeling,customs,duties, taxes, storage, insurance, boxing and crating.

23. Final Inspection and Acceptance The Port Authority reserves the right to perform inspection and/or expediting of the materials and fabrication thereof at the facility of the Vendor oritssuppliersatanyreasonabletime.Allmaterials and services are subject to final inspection and acceptance by the Port Authority at destination, notwithstandinganypriorpaymentsorinspectionatthesource.Finalinspectionwilltakeplacewithin thirty (30) days from the date of delivery or installation or completion of services, whichever is latest.

Inadditiontootherremedieswhichmaybeavailableunderlaworinequity,thePortAuthority,atits option, may return to the Vendor any nonconforming or defective item(s), at no cost to the Port Authority,andrequirecorrectionorreplacementoftheitem(s).IfthePortAuthoritydoesnotrequire correction or replacement ofnonconformingordefectiveitem(s),Vendorshallrepaysuchportionof thecontractpriceorsuchadditionalamountasisequitableunderthecircumstances.Therightsofthe Port Authority are in addition to and shall not be limited by Vendor’s standard warranties.

24. Delivery, Transportation and Packaging The Vendor covenants that it will:

● Adequatelypackallcommoditiesandequipmentaccordingtoacceptedcommercialpracticeand accordingtothepackingandmarkinginstructionsstatedinthecontractdocumentsorpurchase order.

● Makedeliveriesasstatedinthecontract.ItisunderstoodbytheVendorthatalldeliveriesshall be made by the endofthePortAuthority’sfiscalyearinwhichthecontractisawardedunless otherwise specified in the contract.

● Makedeliveriesduringnormalworkingdayhourstothepointorpointsspecifiedinthecontract documents or purchase order unless otherwise noted.

25. Price Redetermination

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Prices quoted shall be firm and fixed unless otherwise stipulated in the competitive solicitation documents issued by the Port Authority. For multiple yearcontracts,unlessstateddifferentlyinthe contract, prices shall remain firm and fixed duringtheinitialtermofthecontract.Attheendofthe initialcontractterm,andattheendofeachcontracttermthereafter,theVendormayrequestaprice adjustment. Such requests mustbesubmittedinwritingatleastsixty(60)calendardayspriortothe end of the current contract term and shallincludethecausefortheadjustment,theamountofthe change requested, and documentation to support the requested adjustment.

Only pass-through price adjustments will be considered and any proposed price increase must be proven to be generalthroughouttheindustry.Requestsforpriceincreasesmustbeaccompaniedby sufficient documentation to justify the request including, for example, certified letters from a manufacturer or published price indices such as the Producer Price Index that substantiate a price increase.

The Port Authority must agree to and approveanyproposedpriceadjustment,inwriting,beforeits effective date.Anyadjustedprice(s)becomeeffectivestartingwiththetermbeginningafterthePort Authority’s approval of the increase and shall be firm and fixed for the next contract term.

26. Payment Terms ThePortAuthority’spaymenttermsarenet45calendardaysfollowingreceiptofanacceptableinvoice or as otherwise provided by applicable Florida Statutes. In order for the Port Authority to make payment the Vendor’s legal name, addressandTIN/FEINnumberontheVendor’soffermustexactly matchthatontheinvoiceandinthePortAuthority'sVendorManagementSystem.ItistheVendor’s responsibility to make any updates to their Vendor record.

27. Airport Access and Badging Requirements VendoracknowledgesthattheAuthorityissubjecttostrictfederalsecurityregulationslimitingaccess to secure areas of the airport and prohibiting violations of the adopted Airport Security Program.

Vendor may need access to these secure areas to complete work required by the contract.

Vendorthereforeagrees,inadditiontotheotherindemnificationandassumptionofliabilityprovisions set forth herein, to indemnify and hold harmless the Authority and Lee County, Florida, and their respectivecommissioners,officersandemployees,fromanydutytopayanyfineorassessmentorto satisfyanypunitivemeasureimposedontheAuthorityorLeeCounty,FloridabytheFAAoranyother governmentalagencyforbreachesofsecurityrulesandregulationsbyVendor,itsagents,employees, subcontractors, or invitees.

Vendorfurtheracknowledgesthatitsemployeesandagentsmayberequiredtoundergobackground checksandtakeSecurityIdentificationDisplayArea(SIDA)trainingbeforereceivinganairportsecurity identification badge.

Immediately upon completion of any work requiring airport security access under the contract, or upon the resignation or dismissal or conclusion of any work justifyingairportsecurityaccesstoany agent, employee, subcontractor or invitee of the Vendor, Vendor shall notify the Airport’s Police Department that the Vendor’s access authorization or that of any of Vendor’s agents, employees, subcontractors, or invitees has changed. Vendorwillconfirmthatnotice,bywrittenconfirmationon company letterhead, within twenty-four (24) hours of providing initial notice to the Airport’s Police Department.

Upon termination of the contract, or the resignation or dismissal of any employee or agent, or conclusion of any work justifying airport security access to any agent, employee, subcontractor, or invitee of the Vendor, Vendor shall surrender any airport security identification badge held by the Vendor or its representatives. Should Vendor fail to surrender these items within five (5) days, the

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Vendor shall be assessed a fee of One Hundred Dollars ($100.00) per identification badge not returned.ThisfeewillbebilledtotheVendorordeductedfromanymoneyowedtotheVendor,atthe Authority’s discretion.

28. Scrutinized Companies under Section 287.135,Florida Statutes Notwithstanding any provision to the contrary, Authority will have the option to immediately terminate any agreement, in the exercise of itssolediscretion,ifsuccessfulvendorisfoundtohave submitted a false certification under Section 287.135(5) F.S. or has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran PetroleumEnergySectorListcreatedunderSection215.473F.S.;orifsuccessfulvendorisengagedin business operations in Cuba or Syria; orhasbeenplacedontheScrutinizedCompaniesthatBoycott IsraelListorisengagedinaboycottofIsrael.ThroughacceptanceofaPurchaseOrder,thesuccessful biddercertifiesthatitisnotlistedonanyScrutinizedCompaniesListsdescribedabove;isnotengaged in business operations in Cuba or Syria; is not engagedinaboycottofIsraelandisnotbarredfrom submitting a bid or proposal under Section 287.135, Florida Statutes.

29. E-Verify In accordance with section 448.095(2) Florida Statutes, beginning January 1, 2021, the successful Vendor must register with and use the E-Verify system to verifytheworkauthorizationstatusofall newly hired employees. Furthermore, successful Vendor’s agreement with the Authority cannot be renewed unless at the time of renewal, the successful Vendor certifies to the Authority that it has registered with and uses the E-Verify system. As applicable, if the successful Vendor enters into an agreement with a subcontractor, the subcontractor must provide the successful Vendor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorizedalienandsuccessfulVendormustmaintainacopyofsuchaffidavitforthedurationofthe agreement.IfthesuccessfulVendordevelopsagoodfaithbeliefthatanysubcontractorwithwhichisit contracting has knowingly violated section 448.09(1), Florida Statutes (making it unlawful for any personknowinglytoemploy,hire,recruit,orrefer,withforherselforhimself,oronbehalfofanother for private or public employment with thestate,analienwhoisnotdulyauthorizedtoworkbythe immigrationlawsortheAttorneyGeneraloftheUnitedStates),thesuccessfulVendorshallterminate thecontractwiththesubcontractor.Failuretodosowillresultinterminationoftheagreement.Ifthe Authority develops a good faith belief that the successful Vendor has knowingly violated sections 448.09(1)or448.095(2),FloridaStatute(makingitunlawfulforanypersonknowinglytoemploy,hire, recruit,orrefer,withforherselforhimself,oronbehalfofanotherforprivateorpublicemployment with the state, an alien who is not duly authorized work by the immigration laws or the Attorney General of the United States) the Authority shall terminate this agreement. Pursuant to section 448.095(2)(c)(3),FloridaStatutes,terminationoftheagreementundertheabovecircumstancesisnot a breach of contract and may not be considered as such.

30. Civil Rights - General TheVendoragreestocomplywithpertinentstatutes,ExecutiveOrders,andsuchrulesasidentifiedin TitleVIListofPertinentNonDiscriminationActsandAuthoritiestoensurethatnopersonshall,onthe grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexualorientationandgenderidentity),age,ordisabilitybeexcludedfromparticipatinginanyactivity conducted with or benefiting from Federal assistance. This provision binds the Vendor and its subcontractorsfromthecompetitivesolicitationperiodthroughthecompletionofthecontract. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

IftheVendortransfersitsobligationtoanother,thetransfereeisobligatedinthesamemannerasthe Vendor.TheaboveprovisionobligatestheVendorfortheperiodduringwhichthepropertyisowned, used or possessed by the Vendor and the airport remains obligated to the Federal Aviation Administration.

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31. Civil Rights - Title VI Assurances Title VI List of Pertinent Non Discrimination Acts and Authorities. During the performance of this contract,theVendor,foritself,itsassignees,andsuccessorsininterest(hereinafterreferredtoasthe “Vendor”) agrees tocomplywiththefollowingnon-discriminationstatutesandauthorities,including but not limited to:

● 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);

● 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);

● TheUniformRelocationAssistanceandRealPropertyAcquisitionPoliciesActof1970,(42USC§ 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 USC § 794 et seq.), as amended (prohibits discriminationonthebasisofdisability);and49CFRpart27(NondiscriminationontheBasisof Disability in Programs or Activities Receiving Federal Financial Assistance);

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

● Airport and Airway Improvement Act of 1982 (49 USC § 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex);

● The Civil Rights Restoration Act of 1987 (PL 100-259) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of1964,theAgeDiscriminationActof1975and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programsoractivities”toincludealloftheprogramsoractivitiesoftheFederal-aidrecipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

● TitlesIIandIIIoftheAmericanswithDisabilitiesActof1990(42USC§12101,etseq)(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;

● The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

● ExecutiveOrder12898,FederalActionstoAddressEnvironmentalJusticeinMinorityPopulations and Low-Income Populations (ensures nondiscrimination against minority populations by discouragingprograms,policies,andactivitieswithdisproportionatelyhighandadversehuman health or environmental effects on minority and low-income populations);

● Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,andresultingagencyguidance,nationalorigindiscriminationincludesdiscrimination because of limited English proficiency(LEP).ToensurecompliancewithTitleVI,youmusttake reasonablestepstoensurethatLEPpersonshavemeaningfulaccesstoyourprograms[70Fed.

Reg. 74087 (2005)];

● 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).

Compliance with Nondiscrimination Requirements:

Duringtheperformanceofthiscontract,theVendor,foritself,itsassignees,andsuccessorsininterest (hereinafter referred to as the “Contractor”), agrees as follows:

1. CompliancewithRegulations: TheContractor(hereinafterincludesconsultants)willcomplywith the Title VI List of Pertinent Non Discrimination Acts and Authorities, as they maybeamended from time to time, which are herein incorporated by reference and made a part of this contract.

2. Nondiscrimination: TheContractor,withregardtotheworkperformedbyitduringthecontract, will not discriminate on the grounds of race, color, national origin (including limited English

Revision Date 08/15/2024 PAGE11 proficiency),creed,sex(includingsexualorientationandgenderidentity),age,ordisabilityinthe 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 ActsandAuthorities,includingemploymentpracticeswhen the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, eitherbycompetitivebiddingornegotiationmadebytheContractorforworktobe performedunderasubcontract,includingprocurementsofmaterials,orleasesofequipment,each potential subcontractor or supplier will be notified by the Contractor of the Contractor’s obligationsunderthiscontractandtheNondiscriminationActsandAuthoritiesonthegroundsof race, color, or national origin.

4. InformationandReports: TheContractorwillprovideallinformationandreportsrequiredbythe Acts, the Regulations, anddirectivesissuedpursuanttheretoandwillpermitaccesstoitsbooks, records, accounts, other sources of information, and its facilities as may be determined by the AuthorityortheFederalAviationAdministrationtobepertinenttoascertaincompliancewithsuch Nondiscrimination Acts and Authorities and instructions. Where any information required of a Contractorisintheexclusivepossessionofanotherwhofailsorrefusestofurnishtheinformation, the Contractor will so certify to the Authority 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 non-discriminationprovisionsofthiscontract,theAuthoritywillimposesuchcontractsanctionsas it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

a. Withholding payments to the ContractorunderthecontractuntiltheContractorcomplies;

and/or

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

6. IncorporationofProvisions: TheContractorwillincludetheprovisionsofparagraphsonethrough six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, anddirectivesissuedpursuantthereto.TheContractorwill take action with respect to any subcontract or procurement as the Authority or the Federal AviationAdministrationmaydirectasameansofenforcingsuchprovisionsincludingsanctionsfor noncompliance. Provided that if the Contractor becomes involved in, or is threatened with litigationbyasubcontractor,orsupplierbecauseofsuchdirection,theContractormayrequestthe Authority to enter into any litigation to protect the interests of the Authority. In addition, the ContractormayrequesttheUnitedStatestoenterintothelitigationtoprotecttheinterestsofthe United States. Reference: 49 USC § 47123, FAA Order 1400.11

32. Prohibition Against Considering Social, Political,or Ideological Interest in Government Contracting TheAuthoritywillnotrequestdocumentationof,orconsider,aVendor’ssocial,political,orideological interests when determining if the Vendor is a responsible Vendor. The Authority will not give preference to a Vendor based on the Vendor’s social, political or ideological interests.

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