25-002-GEN_Loomis_Rd_Sani_Sewer-Ph_2_Rebid_-_Contract_&_Bonds-Exh_B.pdf

Exhibit B

Table of Contents

CONTRACT

LABOR AND MATERIAL PAYMENT BOND

PERFORMANCE BOND

SURETY BOND AFFIDAVIT

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

LOOMIS ROAD SANITARY SEWER REPLACEMENT & RELOCATION – PHASE 2 REBID

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CONTRACT BETWEEN

KENTON COUNTY AIRPORT BOARD

AND

This contract is made as of ___________ 2025, between the Kenton County Airport Board, a Municipal corporation, established pursuant to the provisions of Chapter 183 of the Kentucky Revised Statutes (“Owner”), operator of the Cincinnati/Northern Kentucky International Airport (”Airport”), located in Boone County, Kentucky and___________, a ________ corporation authorized to do business in the Commonwealth of Kentucky with business offices located at __________________ (“Contractor”).

SCOPE OF SERVICES

Contractor shall furnish work and services as specifically assigned by the Owner including the furnishing of labor, material, equipment, personnel, supervision, tools, and all other items and facilities necessary for the LOOMIS ROAD SANITARY SEWER REPLACEMENT & RELOCATION – PHASE 2 REBID at the Airport. The Contractor shall provide the work and services consistent with the Invitation to Bid (#25- 002-GEN) and the Contractor’s response to same which are incorporated in their entirety by reference, portions of which are attached as Exhibits A, B, & C. The Contractor shall also provide the work and services in accordance with the Phasing Plan, Plans, Specifications, Addenda, Change Orders, Field Orders, Supplemental Agreements, Letters of Instruction, and other similar documents referred to as the Contract Documents titled LOOMIS ROAD SANITARY SEWER REPLACEMENT & RELOCATION – PHASE 2 REBID, and except as modified herein, are incorporated by reference and made a part of this Contract. Contractor shall complete all of said work to the satisfaction of and acceptance by the Owner.

COMMENCEMENT AND COMPLETION

This Contract is effective as of the date first set forth above. Contractor shall commence the work and services under this Contract within 10 days of the Owner's issuance of a Notice to Proceed to the Contractor. Contractor must achieve Substantial Completion of the work and services on or before October 1, 2025, unless this Contract is terminated earlier pursuant to the provisions herein. Contractor shall complete all final work, services, and project closeout per Special Provisions Section 5 on or before 30 days from the date of Substantial Completion. Contractor shall otherwise abide by the schedule set forth in Special Provisions Section 1 relating to Project Information and Special Provisions Section 4 relating to Schedule, Sequence of Operations, Reports and Meetings attached hereto.

PAYMENT AND REIMBURSEMENT

The Owner agrees to pay Contractor, and the Contractor agrees to accept from the Owner in payment for the work and services performed by Contractor under this Contract an amount not to exceed $_______________________, which amount is subject to payments and adjustments as provided herein and as set forth on General Provisions Section 90 relating to Measurement and Payment. Contractor may issue no more than one invoice per month for the amount due for the previous month. The invoice must contain a detailed description of the work and services performed by Contractor. Subject to the provisions set forth below, after the Owner’s satisfactory inspection of the work and services, and subject to any retainage requirement, the Owner will pay said invoice within 30 days of such satisfactory inspection. If the Owner does not approve Contractor’s invoice, the Owner shall pay such amount as it deems owing to Contractor and give Contractor written notice of why such approval is not given.

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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LAWS AND ORDINANCES

This Contract is governed by and construed in accordance with the laws of the Commonwealth of Kentucky. Contractor shall comply with all present and future federal, state, local laws, and advisory circulars, applicable to the rendering of the services provided for herein. Further, Contractor shall comply with all present and future rules and regulations of the Owner and any other governmental agency. The Owner and Contractor agree that any legal or equitable action for claims, debts or obligations arising out of or related to this Contract must be brought solely in the Circuit Court of Boone County, Kentucky or United States District Court for the Eastern District of Kentucky, Covington Division, and that either Court has personal jurisdiction over the parties and venue of the action is appropriate in each such Court.

ASSIGNMENT

Contractor shall not sublet, subcontract, assign or transfer any work under this Contract without the express written consent of the Owner. Any subletting, subcontracting, assignment or transfer of any work under this Contract shall be expressly made subject to all terms, conditions, or provisions of this Contract. In the event a subcontractor is approved, payment for the performance of work covered thereunder will be the responsibility of and will be made directly by Contractor unless otherwise specifically provided for and approved in writing by the Owner.

TERMINATION

The Owner may terminate this Contract at any time, without forfeiture, waiver or release of any rights of the Owner upon default or breach by the Contractor in the performance of the work to be provided by Contractor under this Contract or in the non-observance or non-compliance with any of the terms and conditions of this Contract, or if the Owner determines, in the Owner's reasonable discretion, that the services rendered or work performed by Contractor is unsatisfactory in any way. The Owner may give Contractor immediate written notification of such termination at any time. Upon notice of such termination, Contractor shall immediately cease or cause to be ceased all services or work under this Contract. Contractor shall invoice and be paid for only those services rendered and work performed through the date of termination, which are reasonably satisfactory to the Owner. Notwithstanding the above, Contractor shall not be relieved of liability to the Owner for damages sustained by the Owner by reason of any breach or default of this Contract by Contractor and the Owner may withhold any payments to Contractor for the purpose of set off for such damages so sustained by the Owner.

For any other cause whatsoever, or for no cause, the Owner shall have the right to terminate this Contract at any time upon 30 days’ written notice to Contractor of such termination. Contractor shall cease or cause to be ceased all services or work upon those services rendered and work performed through the date of termination and shall provide any and all documents and reports relating thereto, to the Owner as applicable upon payment, therefore.

TRUTH IN NEGOTIATIONS

Contractor warrants that the rates and other costs supporting the compensation are accurate, complete and current at the time of contracting and that the original pricing and any additions thereto shall be adjusted to exclude any significant sums where the Owner determines that the pricing set forth herein was increased due to inaccurate, incomplete, or non-current rates or other factual costs.

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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PERSONNEL

Contractor represents that it has or will secure at its own expense, all personnel required to properly perform the services under this Contract. Such personnel shall not be employees of the Owner. Except for any legally prohibited reasons, the Owner has the right at all times to require Contractor to remove and/or replace any personnel working on Owner's property. The employees of Contractor shall be deemed to be under the sole control and direction of Contractor, who shall be directly responsible for their acts and omissions. It is understood that the Contractor is obligated to frequently inspect the quality and effectiveness of his work and when inspections indicate that there is a deficiency, the Contractor will then follow through without hesitation to correct the deficiency. All of the services required hereunder shall be performed by Contractor or under its supervision, and all personnel engaged in the work shall be fully licensed, certified and qualified and shall be authorized under state and local law to perform such services. All of such services shall be performed in a professional manner by persons skilled in their respective trades, and in accordance with generally accepted professional practice.

LIABILITY, INDEMNITY AND INSURANCE

A. Notice. Each party hereto shall give to the other prompt and timely written notice of any claim made or suit instituted coming to its knowledge which in any way directly or indirectly, contingently or otherwise, affects or might affect either, and each shall have the right to participate in the defense of the same to the extent of its own interest.

B. Hold Harmless. Contractor shall protect, defend, indemnify and hold the Owner and its directors, officers, employees, agents, servants, and representatives harmless from and against any and all liabilities, demands, suits, claims, losses, fines, causes of action, costs, damages, expenses, or judgments arising by reason of the injury or death of any person or damage to any property, or other damages, including all reasonable costs of investigation and defense thereof (including, but not limited to, attorney’s fees, court costs and expert fees) arising out of the acts or omissions of Contractor, Contractor’s officers, employees, agents, contractors, subcontractors, suppliers, licensees or invitees regardless of where the injury, death or damage may occur; unless such injury, death or damage is caused by the sole negligence of the Owner, its directors, officers or employees. Upon the filing of any claim with the Owner for damages arising out of incidents for which Contractor agrees to hold the Owner harmless, then and in that event, the Owner shall notify the Contractor of such claim and Contractor shall has the right to settle, compromise, or defend the same. Contractor shall acknowledge receipt of the claim in writing notifying KCAB and the agent or representative giving the notice in writing of Contractor’s intent to handle the claim within 10 days of the delivery of the notice. If Contractor does not respond within the 10-day period, then the Contractor is responsible for, and must promptly pay all costs and fees, including reasonable attorney’s fees and expert’s fees incurred by KCAB as a result of Contractor’s failure to respond and handle the claim in accordance with the terms herein. The Owner has the right to defend against any such claim and if the Owner elects to do so, Contractor is responsible for the Owner’s legal fees, costs, and expenses in addition to any resulting liability. Any final judgment rendered against the Owner for any cause for which Contractor is liable hereunder is conclusive against Contractor as to liability and amount, where the time for appeal therefrom has expired. The provisions of this paragraph survive the expiration or termination of this Contract.

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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In addition to Contractor’s undertaking, as stated above, and as a means of further protecting KCAB, its directors, officers, agents, servants, representatives, and employees, Contractor must, at all times during the term of this Contract, carry the following insurance coverage:

C. Commercial General Liability and Umbrella Liability Insurance:

a. Contractor, at its expense, must procure and maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $5,000,000 each occurrence.

b. If Contractor either i) performs work or services under this Contract on the aircraft ramps, taxiways, or runways of CVG, or ii) operates motor vehicles or mobile equipment unescorted on the aircraft ramps, taxiways, or runways of CVG, then Contractor, at its expense, must procure and maintain CGL and, if necessary, commercial umbrella insurance with a limit of not less than $10,000,000 each occurrence.

c. If the CGL insurance contains a general aggregate limit, it must apply separately to operations under this Contract.

d. CGL insurance must be written on Insurance Services Office (“ISO”) occurrence form

CG 00 01 (or a substitute form providing equivalent coverage) and include coverage arising from, but not limited to: premises, operations, contractors, subcontractors, consultants, products, completed operations, property damage, personal injury, death, advertising injury, and liability assumed under an insured contract.

D. Automobile and Umbrella Liability Insurance:

1. If Contractor uses motor vehicles at CVG, Contractor must, at its expense, procure and maintain automobile liability insurance and, if necessary, commercial umbrella insurance with a limit of not less than $5,000,000 each accident. This insurance must cover liability arising out of any auto (including owned, hired and non-owned autos) while at CVG. Automobile liability insurance must be written on ISO form CA 00 01, CA 00 12, CA 00 20 (or a substitute form providing equivalent coverage).

2. If Contractor either i) performs work or services under this Contract on the aircraft ramps, taxiways, or runways of CVG, or ii) operates motor vehicles unescorted on the aircraft ramps, taxiways, or runways of CVG, then Contractor, at its expense, must procure and maintain automobile liability insurance and, if necessary, commercial umbrella insurance with a limit of not less than $10,000,000 each accident. If necessary, the policy must be endorsed to provide contractual liability coverage equivalent to that provided in CA 00 01.

E. Workers’ Compensation and Employer’s Liability Coverage: Contractor shall, at its expense, procure and maintain a Kentucky workers’ compensation insurance policy. Contractor shall, at its expense, procure and maintain an employer’s liability insurance policy if required under the

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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laws of the Commonwealth of Kentucky and if required the commercial umbrella and/or employer’s liability limits must not be less than $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee for bodily injury by disease.

F. Unemployment Insurance: Contractor, at its expense, shall procure and maintain statutory unemployment insurance protection for all its employees.

G. Additional Insured:

1. Contractor shall include the Kenton County Airport Board as an insured under the CGL, using ISO additional insured endorsements CG 20 10 and CG 20 37 or substitute form providing equivalent coverage, and under the commercial umbrella, if any, and such endorsement(s) must be maintained in effect for the benefit of the Kenton County Airport Board for a period of three years following the completion of work under this Contract. This insurance applies as primary insurance with respect to any other insurance or self-insurance programs afforded to the Kenton County Airport Board.

There may be no endorsements or modifications of the CGL to make it excess over other available insurance; alternatively, if the CGL states that it is excess or pro-rata, that policy shall be endorsed to be primary with respect to the Kenton County Airport Board as additional insured. Contractor shall also include the Kenton County Airport Board as an insured under the commercial auto policy, using ISO designated insured endorsement CA 20 48. The Owner is not liable for any premiums charged for such coverage, and the inclusion of the Owner as additional insured is not intended to and does not make the Owner a partner or joint venture with Contractor in Contractor’s operations at the Airport.

2. The status of the Kenton County Airport Board as an additional insured under the CGL obtained in compliance with paragraph G.1 of this Agreement shall not restrict coverage under such CGL with respect to the escape or release of pollutants and/or hazardous substances as defined by applicable federal, state, local, rule, statute, law, regulation and/or ordinance at or from a site owned or occupied by, or rented or loaned to the Kenton County Airport Board.

3. There may be no endorsement or modification of the CGL limiting the scope of coverage for liability arising from explosion, collapse, underground property damage, employment-related practices or pollution and/or hazardous substances as defined by applicable federal, state, local, rule, statute, law, regulation and/or ordinance.

H. Builders Risk - The Contractor, at its expense, shall procure and maintain builders risk insurance for the entire work under this Agreement to the full insurable value thereof, to cover the perils insured under ISO special causes of loss form (CP 10 30) or substitute form providing equivalent coverage. This insurance shall include the interest of subcontractors in the work and shall name the Board as the loss payee.

I. Cross Liability Coverage: Contractor agrees that all insurance policies contain cross liability coverage as provided under standard ISO forms separation of insured clause.

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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J. Subcontractors: Contractor shall cause each subcontractor to purchase and maintain insurance of the type specified under this Contract. When requested by the Owner, Contractor shall furnish copies of certificates of insurance coverage for each subcontractor.

K. Right to Amend Insurance: The Owner has the right to change the insurance coverage and the insurance limits required of the Contractor when it is determined to be necessary by the Owner, provided that the Owner shall provide Contractor with 30 days advance notice. The Owner is not responsible for any increased costs associated therewith.

L. Proof of Insurance: Prior to execution of the Contract, Contractor shall furnish the Owner with certificates evidencing existence of valid policies of insurance with the coverage specified, including evidence of unemployment insurance and Kentucky workers’ compensation insurance.

These certificates must state that the coverages may not be amended so as to decrease the protection below the limits specified herein or be subject to cancellation without at least 30 calendar days advance written notice to the Owner. A renewal policy or renewal certificate must be delivered to the Owner's Risk Manager at least 30 calendar days prior to a policy’s expiration date, except for any policy expiring on or after the expiration date of this Contract.

M. Failure to Maintain Insurance: In the event Contractor shall at any time fail to have in effect the insurance required under the provisions of this Contract, upon written notice to the Contractor of its intention to do so, the Owner has the right (but not the obligation) to secure the insurance required hereunder at the cost and expense of the Contractor. In the event Contractor shall at any time fail to furnish the Owner with the certificate or certificates required hereunder, the Owner may, at any time, after 15 calendar days’ written notice to Contractor of its intention to do so, secure the required certificate or certificates at the cost of the Contractor. Contractor agrees to reimburse the Owner for the costs thereof plus 15% for administrative overhead. This is without prejudice to any other right the Owner may have in law or equity, including the right to terminate this Contract.

N. Primary Insurance: Contractor’s insurance must be primary and non- contributory with respect to any other insurance available to or for the benefit of the Owner. Any Owner insurance or self-insured retention is considered excess insurance only. Contractor’s insurance policies must contain a severability of interest clause.

O. Owner Review of Insurance: All policies required hereunder must be satisfactory to the Owner including the quality of the insurer, deductible, or retentions. By requiring insurance herein, the Owner does not represent that coverage and limits will necessarily be adequate to protect Contractor, and such coverage limits shall not be deemed as a limitation on Contractor’s liability under the indemnities granted to the Owner under this Contract. Failure of the Owner to demand such certificates or other evidence of full compliance with these insurance requirements or failure of the Owner to identify a deficiency from evidence that is provided is not considered to be a waiver of Contractor's or subcontractor’s obligation to maintain such insurance.

P. Prohibiting Contractor's Access: The Owner has the right, but not the obligation, of prohibiting Contractor from entering the project site until such certificates or other evidence of insurance has been placed in complete compliance with these requirements and approved by the Owner.

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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PERFORMANCE BOND

Contractor shall furnish a performance bond to KCAB by a surety company duly authorized to do business in the Commonwealth of Kentucky in the amount of one hundred percent (100%) of the contract amount. The performance bond furnished by Contractor must be executed by the owner, a general partner or, if a corporation, the secretary's signature, and the seal of the corporation must be affixed. This bond must remain in effect for the length of the agreement. The agent of the surety must exhibit certificate or license showing legal rights of the surety to do business in the Commonwealth of Kentucky. Bonding companies must be rated at least “A” by the latest edition of Best Insurance Reports.

PAYMENT BOND

Contractor shall furnish a payment bond to KCAB by a surety company duly authorized to do business in the Commonwealth of Kentucky in the amount of one hundred percent (100%) of the contract amount.

The payment bond furnished by Contractor must be executed by the owner, a general partner or, if a corporation, the secretary's signature and the seal of the corporation must be affixed. This bond must remain in effect for the length of the agreement. The agent of the surety must exhibit certificate or license showing legal rights of the surety to do business in the Commonwealth of Kentucky. Bonding companies must be rated at least “A” by the latest edition of Best Insurance Reports.

STANDARD OF CARE

Contractor warrants that all services performed under this Contract will be performed according to the terms and covenants of this Contract and all Contract Documents. Contractor will perform such services consistent with the level of care and skill ordinarily exercised by other Contractors in their industry under similar circumstances at the time the services are performed. Contractor agrees to exercise due and proper care in the hiring of persons skilled in or capable of the performance of the services provided for hereunder. Contractor agrees and acknowledges that each such employee may be subject to a background check, a fingerprint based criminal history check, and/or a threat assessment, as set forth in the Rules and Regulations or as otherwise determined by the Owner.

In addition to the requirements set forth on the attached Contract Documents, including those set forth in Special Provisions Section 4 relating to Safety and Security Requirements, Contractor further agrees that it shall advise each of its employees of any and all safety and health requirements relating to the services to be performed hereunder or the use of equipment or materials in connection with such services, including, without limitation, the safety and health requirements imposed by or promulgated under the 1970 Williams-Steiger Occupational Health Act (OSHA).

AUDITS

The Owner has the right, at reasonable times, to examine, copy, and audit all Contractor books and records related to this Contract. The Contractor shall make its books and records available at reasonable times for audit by the Owner or its authorized agent or representative, and the Contractor shall cooperate with any Owner audit of these records. If requested by the Owner, Contractor shall transport the necessary books or records to a location at the Airport for inspection, copying, or audit. At its discretion the Owner may perform the audit at the location where the Contractor's books or records are located. Contractor agrees to retain all books and records of business conducted under this Contract for three (3) years after the end of the contract year to which the books and records pertain.

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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NO PERSONAL LIABILITY

No director, officer, or employee of the Owner shall be charged personally or held contractually liable by or to the other party under any term or provision of this Contract.

CLAIMS FOR CHANGED CONDITIONS

During the term of this Contract, the facts, conditions and/or data relating to the work and services provided for may dictate a change which may alter the scope of the services. In the event there is any change required to the Project, then a change to the Contract must pursuant to a written Change Order signed by both parties. Change Orders must otherwise adhere to the terms of the Contract Documents, including the provisions set forth in General Provisions Section 50 Control of Work.

INTEREST OF THE OWNER

No director, officer, or employee of the Owner who exercises any function or responsibilities in review of or approval of the work or services to be provided by Contractor under this Contract shall (i) participate in any decision relating to this Contract which affects such individual's personal interest or the interest of any corporation, partnership or association in which such individual is, directly or indirectly, interested or (ii) have any interest, directly or indirectly, in this Contract or its proceeds.

INTEREST OF CONTRACTOR

Contractor covenants that it presently has no financial interest and shall not acquire any financial interest, directly or indirectly, which would conflict in any manner or degree with its performance under this Contract. Contractor further covenants that in the performance of this Contract no person having such interest shall be employed.

USE OF LOGO/MARKS

Contractor shall not use the name, logo or design, of the Cincinnati/Northern Kentucky International Airport, the Kenton County Airport Board, CVG, or any trademark or service mark utilized by the Owner;

nor use any photograph or video of the Cincinnati/Northern Kentucky International Airport, its property, or its facilities without the express written consent of the Owner. Contractor shall submit any proposed use of the above media material to the Owner for approval prior to the publication or public use of the material. The Owner, in its sole discretion, may grant or withhold consent to use the above media material and shall provide a response granting or withholding consent to the Contractor within 30 days of receiving the proposed media material from the Contractor. The provisions of this paragraph survive the expiration or termination of this Agreement.

CONFIDENTIAL INFORMATION

Any documents provided to the Contractor by Owner pursuant to this Contract, including but not limited to personal information reports, surveys, calculations, plans, maps, estimates, and other work product including any exhibits thereto, and any information, reports or data which may be given to or assembled by Contractor pursuant to the terms of this Contract, shall be kept strictly confidential, and shall not be

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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made available or disclosed to any individual or organization by Contractor without the prior written approval of the Owner.

MISCELLANEOUS

A. Notices. All notices, requests, demands or other communications hereunder shall be in writing unless otherwise noted and shall be deemed to have been duly given if delivered in person, or deposited in the United States mail, postage prepaid, certified, with return receipt requested to the Owner at Cincinnati/Northern Kentucky International Airport, Attn.: Chief Executive Officer, P. O. Box 752000, Cincinnati, Ohio, 45275-2000 or to Contractor at address first set forth above.

Either party hereto may change the address at which it receives written notice by so notifying the other party hereto in writing.

B. Captions. The headings of the several paragraphs of this Contract are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provisions of this Contract and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof.

C. Severability. In the event that any covenant, condition or provision herein contained is held to be invalid by any Court of competent jurisdiction, the invalidity of any such covenant, condition or provision herein contained will not affect the validity of any other covenant, condition or provision; provided that the validity of any such covenant, condition or provision does not materially prejudice either the Owner or Contractor in its prospective rights and obligations contained in the valid covenants, conditions or provisions of this Contract.

D. Agent for Service of Process. It is expressly understood and agreed that if the Contractor is not a resident of the Commonwealth of Kentucky or is an association or partnership without a member who is a resident of said Commonwealth, or is a foreign corporation, the Contractor will appoint an agent for service of process in the Commonwealth of Kentucky. In the event of any failure on the part of said agent, or the inability of said agent to perform or the Contractor's failure to appoint an agent when required, the Contractor does hereby designate the Secretary of State, Commonwealth of Kentucky, its agent for the purpose of service of process in any Court action between it and Owner arising out of or based upon this Contract, and the service shall be made as provided by the laws of the Commonwealth of Kentucky for service upon a non-resident.

E. Incorporation of Attachments. All Attachments referred to in this Contract are intended to be and hereby are specifically made a part of this Contract.

F. Incorporation of Required Provisions. Contractor agrees to incorporate into the Contract, any and all provisions, assurances, statutes, rules and regulations which may now or during the term of this Contract be required by the FAA or other governmental agency as a prerequisite to or a condition of the Owner and/or Contractor receiving any federal or state grant or loan or other governmental assistance. Contractor further agrees to execute all certifications and/or documents required by the FAA, or other governmental agency, to assure compliance with the foregoing, or that may be a prerequisite to or a condition of the Owner and/or Contractor receiving any federal or state grant or loan or other governmental assistance. In the event that the Federal Aviation Administration or its successors requires modifications or changes in this

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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Contract as a condition precedent to the granting of the 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.

G. Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties, or by any third party, as creating a relationship of principal and agent, partners, joint venturers, or any other similar such relationship between the parties. The parties intend to create the relationship of independent contractor. Neither the method used to compute compensation due under the contract nor any other act of the parties shall create any relationship between them other than that of independent contractor.

H. Amendment. This Contract may not be amended and/or modified unless such amendment and/or modification is in writing and signed by both parties to this Contract.

I. Waiver of Rights by Owner. Neither any failure nor any delay on the part of the Owner in exercising any rights, power or privilege hereunder, or under any document or instrument delivered or executed pursuant hereto, shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any right, power or privilege.

J. Successors and Assigns Bound. This Contract shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, where permitted by this Contract.

K. Joint Cooperation. The closest collaboration and cooperation shall be maintained by Contractor with representatives of the Owner and the Owner will be at all times entitled to be advised, at its request of the status of the work performed by Contractor and of the details thereof.

L. Representative of the Owner: The Chief Executive Officer, or his/her designee, shall be designated as the official representative of the Owner in all matters pertaining to this Contract and shall have the right and authority to act on behalf of the Owner with respect to all action required of the Owner in this Contract.

M. Contract Construction. The parties acknowledge that this Contract was reached through informed negotiation and that each party was represented by, or had access to, legal counsel.

The parties therefore agree that neither the Owner, nor Contractor shall be entitled to any preference in the construction of this Contract as both are deemed to be authors of this Contract.

N. Electronic Signatures and Delivery. The Parties consent to the use of both manual and electronic signatures to execute this Contract, and any subsequent amendments, extensions, change orders, or other agreements, to the same legal effect and extent as if entirely manually signed. Electronic delivery of any counterpart of this Contract is as effective and legally binding as physical delivery with all counterparts constituting one agreement.

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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ENTIRE AGREEMENT

The drafting, execution and delivery of this Contract by the parties have been induced by no representations, statements, warranties, or contracts other than those expressed herein. This Contract including all attachments embodies the entire understanding of the parties and there are no further contracts or understandings, written or oral, in effect between the parties relating to the subject matter unless expressly referred to herein.

KENTON COUNTY AIRPORT BOARD CONTRACTOR

By: By:

Its: Chief Executive Officer Its:________________________________

Attest:

Secretary-Treasurer

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

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LABOR AND MATERIAL PAYMENT BOND

KNOW ALL MEN BY THESE PRESENTS: That _________________________________________, as Principal, hereinafter called Contractor, and ______________________________________________, as

Surety, hereinafter called Surety, are held and firmly bound unto the Kenton County Airport Board, as

Obligee, hereinafter called Owner, for the use and benefit of claimants as herein below defined, in the amount of _________________________________________________________ for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

WHEREAS, Contractor has, by written agreement dated __________ entered into a Contract with Owner for Loomis Road Sanitary Sewer Replacement & Relocation – Phase 2 Rebid at the Cincinnati/Northern Kentucky International Airport, in accordance with Plans and Specifications prepared by PCS Architecture PSC, which Contract is by reference made a part hereof and is hereinafter referred to as the Contract.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if Contractor shall promptly make payment to all claimants as hereinafter defined, for all labor and material used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise, it shall remain in full force and effect subject, however, to the following conditions:

1. A claimant is defined as one having a direct Contract with the Contractor or with a

Subcontractor of the Contractor for labor, material, or both, used or reasonably required for use in the performance of the Contract, labor and material being construed to include that part of water, gas, power, light, heat, oil, gasoline, telephone service, or rental of equipment directly applicable to the Contract.

2. The above-named Contractor and Surety hereby jointly and severally agree with the Owner that every claimant, as herein defined, who has not been paid in full before the expiration of a period of 180 days after the date on which the last of such claimant's work or labor was done or performed, or materials were furnished by such claimant, may sue on this Bond for the use of such claimant, prosecute the suit to final judgment for such sum or sums as may be justly due claimant, and have execution thereon. The Owner shall not be liable for the payment of any costs or expenses of any such suit.

3. No suit or action shall be commenced hereunder by any claimant.

a. Unless claimant, other than one having a direct contract with the Contractor, shall have given written notice to any two of the following: the Contractor, the Owner, or the Surety above-named, within 180 days after such claimant did or performed the last of the work or labor, or furnished the last of the materials for which said claim is made, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were furnished, or for whom the work or labor was done or performed. Such notice shall be served by mailing the same by registered mail or certified mail, postage prepaid, in an envelope addressed to the Contractor, Owner, or Surety, at any place where an office is regularly maintained for the transaction of business, or served in any manner in which legal process may be served in the state in which the aforesaid project is located, save that such

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service need not be made by a public officer.

b. After the expiration of one year following the date on which Principal ceased work on said Contract, it being understood, however, that if any limitation embodied in this Bond is prohibited by any law controlling the construction hereof, such limitation shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law.

c. Other than in a state court of competent jurisdiction in and for the county or other political subdivision of the state in which the Project, or any part thereof, is situated, or in the United States District Court for the district in which the Project, or any part thereof, is situated, and not elsewhere.

4. The amount of this Bond shall be reduced by and to the extent of any payment or payments made in good faith hereunder, inclusive of the payment by Surety of mechanics' liens, which may be filed of record against said improvement, whether or not claim for the amount of such lien be presented under and against this Bond.

Signed and sealed , 20 .

(Witness) (Principal) (Seal)

(Name and Title)

(Witness) (Surety) (Seal)

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

15.

PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENTS: That _________________________________________, as Principal, hereinafter called Contractor, and ______________________________________________, as Surety, hereinafter called Surety, are held and firmly bound unto the Kenton County Airport Board, as Obligee, hereinafter called Owner, in the amount of __________________________________ for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, and successors and assigns, jointly and severally, firmly by these presents.

WHEREAS, Contractor has, by written agreement dated _______________, entered into a contract with Owner for the Loomis Road Sanitary Sewer Replacement & Relocation – Phase 2 Rebid at the Cincinnati/Northern Kentucky International Airport, in accordance with Plans and Specifications prepared by PCA Architecture PSC, which Contract is by reference made a part hereof, and is hereinafter referred to as the Contract.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if Contractor shall promptly and faithfully perform said Contract, then the obligation shall be null and void; otherwise, it shall remain in full force and effect.

The Surety hereby waives notice of any alteration or extension of time made by the Owner. Whenever Contractor shall be, and declared by Owner to be, in default under the Contract, the Owner having performed Owner's obligations thereunder, the Surety may promptly remedy the default, or shall promptly:

(1) Complete the Contract in accordance with its terms and conditions, or

(2) Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, upon determination by Surety of the lowest responsible bidder, or, if the Owner elects, upon determination by the Owner and the Surety jointly of the lowest responsible Bidder, arrange for a contract between such Bidder and Owner, and make available as work progresses (even though there should be a default or a succession of defaults under the Contract or Contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract price; but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the Contract price," as used in this paragraph, shall mean the total amount payable by Owner to Contractor under the Contract and any amendments thereto, less the amount properly paid by Owner to Contractor.

No right of action shall accrue on this Bond to or for the use of any person or corporation other than the Owner named herein or the heirs, executors, administrators, or successors of the Owner.

Signed and sealed , 20 .

(Witness) (Principal) (Seal)

(Witness) (Surety) (Seal)

KENTON COUNTY AIRPORT BOARD CINCINNATI/NORTHERN KY INTERNATIONAL AIRPORT

16.

SURETY BOND AFFIDAVIT

STATE OF

COUNTY OF

Before me, the undersigned authority, personally appeared ______________________________ who, being duly sworn, deposes and says that he is a duly authorized (resident) (nonresident) insurance agent, properly licensed under the laws of the State of ___________________, and the Commonwealth of Kentucky, to represent ______________________________ of _______________________________ (company name), a company authorized to make corporate surety bonds under the laws of the Commonwealth of Kentucky.

Said _______________________________________ further certifies that as Attorney-In-Fact for the said he has signed the attached bond in the sum of ______________________________________, on behalf of _____________________________________ covering the Loomis Road Sanitary Sewer Replacement & Relocation – Phase 2 Rebid at the Cincinnati/Northern Kentucky International Airport, Boone County, Kentucky.

Said _____________________________________ further certifies that the premium on the said bond is __________________________, which will be paid in full direct to him as Attorney-In-Fact, and included in his regular accounts to the said ______________________________, and that he will receive his regular commission of ______________ percent as Attorney-In-Fact for the execution of said Bond and that his commission will not be divided with anyone except as follows, percent to ___________________________________ (company name), who is duly authorized resident insurance agent and properly licensed under the laws of the Commonwealth of Kentucky.

Agent and Attorney-In-Fact

ACKNOWLEDGMENT FOR Attorney-In-Fact Sworn to and subscribed before me this _______ day of ___________________, 20____.

Notary Public

My Commission expires: _________________