Board Action When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body, the Board member or other governing person, officer, employee, or agent (person(s)) must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts, and after any discussion with the person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition, the person(s) shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body.
Board Actions Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take such other actions as are reasonably necessary and appropriate (including using reasonable best efforts to obtain any required consents) to effect the transactions described in this Section 2.4.
RECOMMENDED ACTION It is respectfully requested that the Procurement Committee approve an Addendum to the Continuing Program and Project Management Services Agreement with AECOM Technical Services, Inc. for the services contained herein and the amount as shown below: AAC – Compliance Review Date 7/26/23 AAC – Funding Eligibility Review Date 7/26/23 Attachment A: Finance Form Attachment B: OSBD Memo FINANCE FORM Date: Requestor’s Name: Preparer’s Name: Requestor’s Department: Description: Vendor: 7/12/2023 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Construction Sustainable Mgt Plan AECOM Requestor’s Extension: Preparer’s Extension: Solicitation #: Contract # / Name: Procurement Committee Date: Agenda Item #: 2465 4159 Continuing Program and Management 08.01.2023 NON-PROJECT FUNDS: O&M 301.713.170.5310009.000.000000 $31,022.00 Total Requisition: $31,022.00 Requisition Number: 94653 To: Members of the Procurement Committee From: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. Small Business Administrator Date: August 01, 2023 Re: Request for Approval of an Addendum to the Continuing Program and Project Management Services Agreement with AECOM Technical Services, Inc. for Fiscal Year (FY) 2023 Development of the GOAA Sustainability Management and Resiliency Plan at the Orlando International Airport We have reviewed the qualifications of the subject contract's MWBE/LDB/VBE specifications and determined that AECOM Technical Services, Inc. proposes 99% MWBE participation on this addendum. Our analysis indicates that AECOM Technical Services, Inc. is eligible for award of the subject addendum. Name of Airport: Orlando International Airport Telephone No: (▇▇▇) ▇▇▇-▇▇▇▇ Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Boulevard, Orlando, FL 32827 Project Name & Number:
Affirmative Action Program 1 CONSULTANT shall strive to implement principles of equal employment opportunity through an effective affirmative action program, which shall have as its objective to increase the use of women, minorities, and persons with disabilities and other protected groups, at all levels of employment in all divisions of CONSULTANT's work force, where these groups may have been previously under-used and under-represented.
Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.