CONSULTATION REGARDING MAJOR WORKPLACE CHANGE 8.1 Consultation Prior to a Definite Decision Being Made (a) Where an Employer is considering making a decision to introduce major change, the Employer may choose to discuss with the Employees who may be affected and their Employee representative/s, which may include the Union/s, prior to making the decision to introduce change. (b) It is agreed that Employees may be able to offer valuable solutions and/or alternative solutions before major changes are made. (c) Where an Employer chooses to consult with Employees who are likely to be affected by a decision to introduce major change, consultation can be informal and is not required to be in writing. 8.2 Consultation After a Definite Decision has Been Made (a) Where an Employer has made a definite decision to introduce major changes in production, program, organisation, structure or technology that are likely to have significant effects on Employees, the Employer must notify the Employees who may be affected by the proposed changes and their representatives, which may include the Union/s. (b) Significant effects include termination of employment; major changes in the composition, operation or size of the Employer’s workforce or in the skills required; the elimination or diminution of job opportunities, promotion opportunities or job tenure; the alteration of hours of work; the need for retraining or transfer of Employees to other work or locations; and the restructuring of jobs. Provided that where the Agreement makes provision for alteration of any of these matters an alteration is deemed not to have significant effect.
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:
Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.
No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee of the board of directors shall not: (i) (A) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the Company Recommendation (B) fail to include the Company Recommendation in the Proxy Statement, (C) approve, recommend or otherwise declare advisable or propose or resolve to approve, recommend or otherwise declare advisable (publicly or otherwise), any Acquisition Proposal, or (D) fail to publicly reaffirm the Company Recommendation within ten business days after Parent so requests in writing (provided, that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and once for each material amendment to such Acquisition Proposal) (any action described in clauses (A) and (D) a “Change of Recommendation”); or (ii) Except as expressly permitted by, and after compliance with this Section 6.2(d), cause or permit the Company to enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Company Requisite Vote is obtained, the board of directors of the Company (x) may make a Change of Recommendation and in connection therewith, approve, recommend or otherwise declare advisable, and enter into an Alternative Acquisition Agreement in connection with a Superior Proposal made after the date of this Agreement (if such Superior Proposal did not result from a material breach of Section 6.2(a) and such Superior Proposal is not withdrawn) or (y) may make a Change of Recommendation as a result of the occurrence of an Intervening Event, if, the board of directors of the Company determines in good faith, after consultation with its outside legal counsel, that failure to do so would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the board of directors of the Company shall not (i) in the case of clause (x) make a Change of Recommendation with respect to a Superior Proposal and authorize the Company to enter into any Alterative Acquisition Agreement or (ii) in the case of clause (y) make a Change of Recommendation unless: (i) the Company has notified Parent in writing that it intends to effect a Change of Recommendation, describing in reasonable detail the reasons for such Change of Recommendation (a “Recommendation Change Notice”) (it being agreed that the Recommendation Change Notice and any amendment or update to such notice and the determination to so deliver such notice, or update or amend public disclosures with respect thereto shall not constitute a Change of Recommendation for purposes of this Agreement), and if such proposed Change of Recommendation relates to an Acquisition Proposal, has provided copies of the most current version of all documents relating to such Acquisition Proposal, and if such proposed Change of Recommendation relates to an Intervening Event, such Recommendation Change Notice specifies the facts and circumstances of such Intervening Event; and (ii) (x) if requested by Parent, the Company shall have made its Representatives available to discuss and negotiate in good faith with Parent and its Representatives any proposed modifications to the terms and conditions of this Agreement during the three business days following the date on which the Recommendation Change Notice is delivered to Parent and (y) if Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three business day period, the board of directors of the Company shall have determined in good faith after consultation with its financial advisors and outside legal counsel, after considering the terms of such offer by Parent, that the failure to effect a Change of Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, and that in the case of a Change of Recommendation with respect to an Acquisition Proposal, such Acquisition Proposal would continue to constitute a Superior Proposal if the changes offered by Parent were given effect, and that in the case of an Intervening Event, the board of directors of the Company still intends to effect a Change of Recommendation if the changes offered by Parent were given effect; provided that in the event the Acquisition Proposal is thereafter modified by the party making such Acquisition Proposal, the Company shall notify Parent in writing of such modified Acquisition Proposal and shall again comply with the requirements of this clause (ii).
Required Termination If a court of competent jurisdiction or Government Authority issues a final non-appealable order or judgment holding that all or part of the Agreement or all or a part of the Services offered under the Agreement are in violation of any Law (each, a “Judgment”), the affected party has the right to terminate those portions of the Agreement that are part of such Judgment by providing the other party with written notice of its intent to terminate such portions of the Agreement, and subject to Section II.E, such termination of such portions of the Agreement will be effective as of the date specified in such notice.