25-009-ITB_Backup_Storage_Hardware.pdf

INVITATION TO BID

(#25-009-ITB)

BACKUP NETWORK STORAGE

ATTENTION: This is not an order. Read all instructions, terms, and conditions carefully.

IMPORTANT: Bids must be received no later than 2:00 p.m. Eastern Time (ET) on

Thursday, February 13, 2025.

BID INVITATION #: 25-009-ITB DATE ISSUED: March 6, 2025

KENTON COUNTY AIRPORT BOARD

BACKUP NETWORK STORAGE (#25-009-ITB)

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Pursuant to the provisions of KRS 424.260, the Kenton County Airport Board (“KCAB”) will receive bids for Backup Storage Hardware at the Cincinnati/Northern Kentucky Int’l Airport (“CVG”). Bids will be received no later than March 6, 2025, at 2:00 p.m. ET. No bids will be accepted after that time unless such date or time is extended pursuant to an addendum issued by KCAB.

KCAB reserves the right to waive any informality or irregularity in any proposal or bid guaranty, to reject any or all proposals, to award or refrain from awarding a contract for the work, and to negotiate with the apparent qualified responsible proposer to such extent as may be beneficial to KCAB.

Preference for Kentucky resident bidders will be applied in accordance with Kentucky law.

KCAB in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

Further information and copies of the Invitation to Bid (ITB) may be downloaded from our https://procurement.opengov.com/portal/cvgairport.

Candace S. McGraw, Chief Executive Officer

CINCINNATI/NORTHERN KENTUCKY INTERNATIONAL AIRPORT

Hebron, KY 41048 https://procurement.opengov.com/portal/cvgairport

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SCHEDULE OF EVENTS

• February 24, 2025 Deadline for questions to be submitted.

• February 27, 2025 Answers to questions issued.

• March 6, 2025 at 2:00 p.m. ET Bids due.

KCAB reserves the right to modify or alter the schedule of events to such extent as may be beneficial to

KCAB.

SECTION A - GENERAL INFORMATION & BID INSTRUCTIONS

A.1 BACKGROUND AND SCOPE

The Kenton County Airport Board (“KCAB”) is soliciting bids for Backup Storage Hardware for use at the

Cincinnati/Northern Kentucky International Airport (“CVG”).

The backup storage hardware in use at CVG has reached the end of its useful life and no longer performs efficiently. KCAB is seeking for storage infrastructure upgrade and integration services.

A.2 SUBMISSION OF BIDS

Responses to this ITB must be submitted electronically through KCAB’s online bidding system which can be accessed through OpenGov at https://procurement.opengov.com/portal/cvgairport. Select the project titled Backup Storage Hardware (Invitation #25-009-ITB) and follow the instructions for submittal. The completed and signed bid (together with all required attachments) must be transmitted and received in the system no later than March 6, 2025, at 2:00 p.m. ET. Bidders should allow for sufficient time to upload and transmit all required information. Bidder is solely responsible to ensure its submission is transmitted prior to the due date and time. KCAB will not accept submissions after the due date and time and is not responsible for any error in transmission including but not limited to power outage, internet connectivity, unauthorized access, etc.

A.3 BID QUESTIONS

KCAB is not bound by, and bidders may not request or rely on any oral interpretation or clarification of this ITB. Therefore, any questions regarding this ITB are encouraged and must be submitted electronically using the Q&A tab of this ITB on KCAB’s online bidding system, which can be accessed at http://www.cvgairport.com/bids under “PlanetBids & New Vendor Registration”.

Questions received on or before the Deadline to Submit Questions in the Schedule of Events will be posted on the Q&A tab of this ITB on the bidding system per the Schedule of Events. Answers to questions from any Bidder will be available to all Bidders.

All communications regarding this invitation to bid shall only be through the Contract and

Procurement Administration Department. No communication is to be directed to any other KCAB personnel unless otherwise instructed by the Contract and Procurement Administration Department. Failure to comply may result in the disqualification of bidder’s submittal.

https://procurement.opengov.com/portal/cvgairport http://www.cvgairport.com/bids

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A.4 ADDENDA

In the event it becomes necessary to revise, change, modify or cancel this ITB or to provide additional information, KCAB will issue addenda to all recipients of this ITB.

A.5 SPECIFICATIONS

A.5.1 The successful bidder (“Contractor”) must provide one (1) HPE ProLiant DL380 Gen 11 Server, one (1) HPE StoreEver MSL2024 LTO9 Tape Library, and two (2) HPE StoreOnce 3660 Storage Appliances or equivalent.

Contractor must meet the following specifications or equivalent listed below and include installation and integration services:

5.1.1 HPE ProLiant DL380 Gen 11 Server

Part Number Description

P52533-B21 HPE DL380 Gen11 12LFF NC CTO Svr P52533-B21#ABA HPE DL380 Gen11 12LFF NC CTO Svr P67091-B21 INT Xeon-S 4510 CPU for HPE P64705-B21 HPE 16GB 1Rx8 PC5-5600B-R Smart Kit P48809-B21 HPE DL380 G11 4LFF SAS/SATA LP Kit

P23608-B21 HPE 16TB SAS 7.2K LFF LP ISE MV HDD

P37009-B21 HPE 960GB SAS MU LFF LPC VS MV SSD

P48802-B21 HPE DL380 G11 2U x8/x16/x8 Sec Riser Kit P08458-B21 INT E810 10/25GbE 4p SFP28 Adptr 804398-B21 HPE Smart Array E208e-p SR Gen10 Ctrlr R2J63A HPE SN1610E 32Gb 2p FC HBA P01366-B21 HPE 96W Smart Stg Li-ion Batt 145mm Kit P48918-B21 HPE DL360 Gen11 Stg Cntrl Enable Cbl Kit P47781-B21 HPE MR416i-o Gen11 SPDM Storage Cntlr 455886-B21 HPE BLc 10G SFP+ LR Transceiver P44712-B21 HPE 1800W-2200W FS Ti Ht Plg PS Kit S1A05A HPE Cmp Cloud Mgmt Srv FIO Enablement P48827-B21 HPE DL3XX Gen11 OCP1 x16 Enable Kit P48828-B21 HPE DL300 OCP2 x16 Enable Kit P56995-B21 HPE DL380 Gen11 LFF Front TM Cbl Kit P48820-B21 HPE DL380/DL560 G11 2U High Perf Fan Kit P22020-B21 HPE DL38X Gen10+ 2U CMA for Rail Kit P48183-B21 HPE NS204i-u Gen11 Ht Plg Boot Opt Dev P48905-B21 HPE DL360 Gen11 High Perf Heat Sink Kit P52152-B21 HPE DL380 G11 NS204i-u Internal Cbl Kit P52341-B21 HPE DL3XX Gen11 Easy Install Rail 3 Kit P54542-B21 HPE DL380 Gen11 NS204i-u FIO Kit

5.1.2 HPE StoreEver MSL2024 LTO9 Tape Library

Part Number Description

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AK379A HPE MSL2024 0-Drive Tape Library R6Q75A HPE MSL LTO-9 45000 SAS Drv Upg Kit 716193-B21 HPE Ext 4.0m MiniSAS HD to MiniSAS Cbl Q2079AN HPE LTO-9 45TB RW Non Cust Lbl 20 Crtg TC406AAE HPE MSL CVTL-TapeAssure Adv E-LTU

5.1.3 HPE StoreOnce 3660 Storage Appliances

Part Number Description R6U02A HPE StoreOnce 3660 80TB Base System R7M24A HPE StoreOnce Gen4+ 10/25Gb 2p SFP Adptr R7M22A HPE StoreOnce 3660 96TB Upg Kit AJ836A HPE 5m Multi-mode OM3 LC/LC FC Cable BB983A HPE StoreOnce Gen4 10/25Gb SFP Card LTU R7M59A HPE StoreOnce 3660 96TB Upg LTU BB994AAE HPE StoreOnce Encryption E-LTU S1Q92AAE Veeam New Associated Platform SW Trk

A.5.2 Alternatives

KCAB, at its sole discretion, will determine if the alternative will be accepted. Alternatives are required to be compatible with Veeam Backup and Replication 12.2 and newer. The contractor must provide the following for an alternative(s) to be considered:

• Detailed manufacturer’s literature, specifications, and drawings;

• A written statement demonstrating that the proposed alternative meets or exceeds the basis of design; and,

• Properly identify in the Comment section of the Line Items bid tab the alternative make and model associated with the bid price submitted.

A.5.3 Contractor/vendor must provide support and licenses for the hardware listed in the Section A.5.1.

• Remote monitoring

• Advanced hardware replacement

• 24x7xNBD

• 5 years minimum. Please provide any known End-of-Support dates for the proposed hardware as this product will likely be in production for 8-10 years.

• Formal training for KCAB IT staff.

A.6 BID REQUIREMENTS

Each bid must include the following written information:

A.6.1 Pricing must be all-inclusive, firm fixed for and delivered to the address specified inclusive of all transportation charges FOB Cincinnati/Northern Kentucky International Airport.

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Bids must be submitted electronically using the Line Items tab on KCAB’s electronic bidding system. Submittals must be confirmed by a duly authorized official of the bidding company.

A.6.2 List a lead time for the hardware including installation and integration.

A.6.3 A separate section that states in writing all exceptions to this RFP or sample contract attached.

Exceptions should list referencing page and paragraph numbers. If no exceptions are taken, the proposal must include a statement that the bidder takes “No Exceptions”.

A.6.4 Copy of proposer’s certificate(s) of insurance showing proof of required coverages and limits listed in this RFP and attached proposed agreement.

A.6.5 Completed applicable bidder residence form.

A.7 KENTUCKY OPEN RECORDS ACT

Each bidder must specifically identify any portion of its bid which it deems confidential, or which contains proprietary information, patents, copyrights or trade secrets. Bidder should provide justification of what material should not be disclosed, upon request, by KCAB to a third party. All documents received by KCAB are subject to general inspection under the provisions of Kentucky Revised Statutes Chapter

61.870 et seq, the “Kentucky Open Records Act”, subject to very narrow exceptions. These statutes may require disclosure of documents a bidder deems confidential. KCAB may otherwise use or disclose the data submitted by each bidder for any purpose, unless such data is so identified as confidential or proprietary by the bidder. The bidder’s opinion of proprietary information is not necessarily binding upon

A.8 ACCEPTANCE PERIOD

Bids in response to this ITB shall indicate that they are valid for a period no less than 120 days from the closing date.

A.9 AWARDS

A.9.1 KCAB intends to award a Contract resulting from this solicitation to the responsible bidder whose bid represents the best value after evaluation.

A.9.2 KCAB reserves the right to waive any informality or irregularity in any bid guaranty, to reject any or all bids, to award or refrain from awarding a contract for the work, and to negotiate with the apparent qualified responsible bidder to such extent as may be beneficial to KCAB.

A.9.3 KCAB intends to evaluate bids and award a contract(s) without discussions with bidders.

Therefore, the bidder’s initial bid should contain the bidder’s best terms from a cost or price and technical standpoint.

A.9.4 KCAB reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit cost or prices offered.

A.9.5 KCAB reserves the right to make multiple awards if, after considering the bids submitted, it is in KCAB’s best interest to do so.

A.9.6 KCAB has the right, at its sole election, to alter the specifications and/or frequencies of services required and tailor the contract price to said change (increase or decrease).

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A.9.7 The term of the agreement will be for 5 years. KCAB, at its sole discretion, may extend the term for support and maintenance services for additional one (1) year periods so long as the Contractor continues to market, upgrade or provide maintenance services to others related to the System. The charges for Maintenance Services shall not exceed the Maintenance Services charges for the prior year plus three percent (3%).

A.10 PERFORMANCE AND PAYMENT

The successful proposer shall issue one invoice for each shipment along with supporting data. KCAB will pay submitted invoices on a net 30 basis subject to the terms of the attached agreement.

A.11 BONDS AND SURETIES (Not applicable for this ITB.)

A.12 BADGES AND KEYS (Not applicable for this ITB.)

A.13 RECORDS/FINANCIALS

In submitting bids on any item to be purchased by KCAB, the bidder hereby agrees to make available any and all records, books of account, correspondence, or other information reasonably necessary to enable KCAB or its designated agents to investigate the responsibility of the bidder in terms of its financial status, capacity to produce, sources of supply, performance record in the business or industry, and any other matter reasonably related to the bidder’s probable ability to perform adequately under a contract if it is awarded to the bidder.

A.14 GRATUITIES AND KICKBACKS

It is a breach of ethical standards for any person to offer, give, or agree to give any employee or former employee, or for any employee or former employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any proposal, contract or subcontract.

It is a breach of ethical standards for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime vendor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order.

In the event that any gratuities or kickbacks are offered or tendered to any KCAB employee, the bid shall be disqualified and shall not be reinstated.

A.15 NON-COLLUSIVE VENDOR CERTIFICATION

By the submission of this bid, the bidder certifies that:

A.15.1 The bid has been arrived at by the bidder independently and has been submitted without collusion with any other vendor.

A.15.2 The contents of the bid have neither been communicated by the bidder nor, to its best knowledge and belief, by any of its employees or agents, to any person not an employee or agent of the bidder or its surety on any bond furnished herewith and will not be communicated to any such person prior to the official opening of the bid.

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A.15.3 No bidder shall submit more than one bid for this purchase. It shall be the responsibility of each bidder to obtain the prior written permission of KCAB before bid opening in every situation in which the bidder, due to corporate association or other affiliation, may be found to be impermissibly associated with another vendor. Failure to observe this requirement could result in all such affiliated bids being rejected.

A.16 GOVERNMENT PROVISIONS -Refer to Exhibit B of Proposed Agreement

A.17 BID CONDITIONS AND PROVISIONS

A.17.1 All participating bidders shall comply with all of the conditions, requirements and instructions of this ITB. Any alteration, erasure or interlineation by the bidder may constitute cause for rejection by KCAB. Should KCAB omit anything from this ITB which is necessary to a clear understanding of the work, or should it appear that various instructions are in conflict, then the bidder shall notify the Contract and Procurement Administration Department prior to the deadline for question submissions as per the time and date shown in the Schedule of Events.

Typographical errors in entering quotations on this bid may result in the disqualification of this bid.

All bidders shall complete all information requested in this ITB. Failure to do so may result in the disqualification of bid.

Unit price for each item must be shown for the unit of measurement indicated. In case of error in extension of prices, the unit price will govern.

The successful bidder shall comply with all of this ITB’s specifications, terms and conditions.

A.17.2 In submitting bids on any item to be purchased by the Kenton County Airport Board, the bidder hereby agrees to:

A.17.2.a Provide technical specifications together with any other data to evaluate properly brands of products or equipment offered as equal to those specified in the invitation prior to the date the bid is to be opened and to state clearly, on the bid proposal or in an attached letter, any deviation of the brand offered from the brand specified.

A.17.2.b Provide new and current commodities (latest model) unless this Invitation to Bid specifies otherwise.

A.17.2.c Accept any purchase order awarded on the price, terms and conditions stated in the submitted bid.

A.17.3 The bidder further agrees that the Kenton County Airport Board may, in addition to any other remedies to which it may be entitled under a purchase order, agreement, or contract arising from this ITB, or which may otherwise be available to it under law or equity, cancel any contract for the following causes.

A.17.3.a. Failure to make delivery within the time specified in the contract.

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A.17.3.b. Failure to provide commodities, supplies or equipment that conforms with the specifications in the contract, or that fails to conform with samples the bidder submitted.

A.17.3.c. Where there is sufficient evidence to show that the contract was obtained by fraud, collusion, conspiracy or other unlawful means or the contract violates any statutory or constitutional provision of the Commonwealth of Kentucky or of the United States.

A.17.4 The bidder further agrees that the following items may be included as compensable damages for any breach of contract with the Kenton County Airport Board:

A.17.4.a. Replacement cost;

A.17.4.b. Any cost of repeating the competitive bidding procedure; and

A.17.4.c. Expenses incurred as the result of delay in obtaining replacements.

A.17.5 The enumeration of compensable damages contained in this section is not intended to be exclusive and will not operate to bar recovery by the Kenton County Airport Board for any other damages occasioned by the bidder’s breach of a contract. However, in cases where the contract provides for liquidated damages, said liquidated damages are in lieu of all other damages, including those enumerated.

A.17.6 Neither any failure nor any delay on the part of KCAB 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.

A.17.7 KCAB is not liable for any costs incurred by bidder in the preparation of bids or for any work performed in connection therein.

A.18 ELECTRONIC SIGNATURES

By submitting a proposal, the proposer consents to its use and acceptance of electronic signatures to execute any awarded contract and associated agreements. Proposer agrees to be bound by electronic signatures to the same legal effect and extent as if manually signed. KCAB expects the successful proposer will execute any awarded contract using KCAB’s electronic signature service unless the proposer includes an exception with its proposal signifying its desire to sign manually. Included with the proposal, proposers must identify the following information regarding the person with full authority to legally bind proposer and sign agreements on its behalf:

1. Full Name;

2. Position Title; and

3. Email Address.

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PROPOSED AGREEMENT

CONTRACT BETWEEN

AND

This contract (“Contract”) is between the Kenton County Airport Board (“KCAB”), owner and operator of the Cincinnati/Northern Kentucky International Airport (”CVG”), located in Boone County, Kentucky and ____________________________ (“Contractor”), a [home state] [limited liability company/corporation/partnership/etc.] authorized to do business in the Commonwealth of Kentucky, with business offices located at ___________________________.

1. SCOPE OF SERVICES

Contractor must furnish work and services as specifically assigned by KCAB including the furnishing of labor, material, equipment, personnel, supervision, tools, and all other items and facilities necessary to provide Backup Network Storage at CVG. The work and services are described further in the Invitation to Bid (#25-009-ITB) and the Contractor’s response to same which are incorporated in their entirety by reference, and portions of both are attached as Exhibit A. Contractor must provide the work and services consistent with this Contract and the provisions set forth on Exhibit A. When there is a conflict in the terms of the Contract and Exhibit A, the terms of this Contract prevail.

2. TERM

This Contract is effective as of ____________, 2025, and continues until ____________, 2030, unless terminated earlier pursuant to this Contract. After the expiration of the Warranty, KCAB may extend the Maintenance Services for additional one (1) year periods so long as the Contractor continues to market, upgrade, or provide maintenance services to others related to the System. The charges for Maintenance Services shall not exceed the Maintenance Services charges for the prior year plus three percent (3%).

3. PAYMENT AND REIMBURSEMENT

A. KCAB agrees to pay Contractor for the work and services performed by Contractor on a lump sum basis an amount not to exceed $_________________, based on the rates in Exhibit A. This amount is payable by KCAB upon satisfactory completion of the work and services by Contractor.

B. Contractor must submit an invoice to KCAB for payment upon completion of the delivery and integration work and services described herein. The invoice must contain a detailed description of the work and services performed by Contractor including a list of the materials and services performed by Contractor along with the corresponding quantities and rates. Subject to the provisions set forth in this Contract, KCAB must pay Contractor the amount in Contractor’s invoice on or before 30 days from the receipt of the invoice by KCAB. If KCAB does not approve Contractor’s invoice, KCAB must pay an amount it deems owing to Contractor and give Contractor written notice of why the approval is not given.

C. In addition to any other rights and remedies available to KCAB, in the event the Contractor has incurred any liability to KCAB, whether Contractor’s liability is liquidated or unliquidated, present or future, accrued or contingent, whether arising from or under this Contract or otherwise, and whether liability is based in contract, tort or otherwise, KCAB may without notice to Contractor set off any amount of liability against any liability of KCAB to Contractor arising from or under this Contract.

4. LAWS AND ORDINANCES

This Contract is governed by and interpreted according to the laws of the Commonwealth of Kentucky. Contractor must comply with all present and future laws, regulations, advisory circulars, and Rules and Regulations of KCAB. KCAB 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 and proper in each Court.

5. ASSIGNMENT

Contractor may not sublet, subcontract, assign, or transfer any work under this Contract without the express written consent of KCAB.

Any subletting, subcontracting, assignment, or transfer of any work under this Contract is expressly made subject to all terms, conditions, or provisions of this Contract. In the event a subcontractor is approved, Contractor is responsible for payment directly to the subcontractor(s) for the work performed by the approved subcontractor(s) unless otherwise specifically approved in writing by KCAB.

6. TERMINATION

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A. KCAB may immediately terminate this Contract upon written notice at any time, without forfeiture, waiver or release of any rights of KCAB: i) upon default or breach by the Contractor; ii) for Contractor’s non-observance or non-compliance with any of the terms and conditions of this Contract; or, iii) if KCAB determines, in KCAB's reasonable discretion, the services rendered, or work performed by Contractor is unsatisfactory in any way. Upon notice of the termination, Contractor must immediately cease or cause to be ceased all services or work under this Contract.

B. For any cause, or for no cause, KCAB may terminate this Contract at any time upon thirty (30) days’ written notice to Contractor of the termination. Contractor must cease or cause to be ceased all services or work under this Contract on the date of termination.

C. Contractor must invoice and be paid for only those services rendered and work performed through the date of termination, which are reasonably satisfactory to KCAB. Contractor is not relieved of liability to KCAB for damages sustained by KCAB by reason of any breach or default by Contractor and KCAB may withhold any payments to Contractor to set off damages sustained by

D. Contractor has the right to terminate this Contract only for substantial failure of KCAB to perform in accordance with the terms of this Contract.

7. LIABILITY, INDEMNITY AND INSURANCE

A. Notice. Each party must give prompt and timely written notice to the other party 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 has the right to participate in the defense of the same to the extent of its own interest.

B. Hold Harmless. Contractor must protect, defend, indemnify, and hold KCAB 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 the injury, death, or damage is caused by the sole negligence of KCAB, its directors, officers, or employees. Upon the filing of any claim with KCAB for damages arising out of incidents for which Contractor is required to hold KCAB harmless, then and in that event, KCAB or its agents or representatives must give Contractor written notice of the claim. Upon receipt of notice, Contractor is responsible for settling, compromising, or defending against the claim. Contractor must acknowledge receipt of the claim in writing notifying KCAB and the agent or representative giving the written notice of Contractor’s intent to handle the claim within 10 days of 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 because of Contractor’s failure to respond and handle the claim in accordance with the terms in this Contract. KCAB has the right to defend against any claim and if KCAB elects to do so, Contractor is responsible for KCAB’s legal fees, costs, and expenses in addition to any resulting liability. Any final judgment rendered against KCAB for any cause for which Contractor is liable in this Contract is conclusive against Contractor as to liability and amount, where the time for appeal has expired. The provisions of this paragraph survive the expiration or termination of this Contract.

C. 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:

1. 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 $2,000,000 each occurrence. If the CGL insurance contains a general aggregate limit, it must apply separately to operations under this Contract.

b. If Contractor performs work or services under this Contract on the aircraft ramps, taxiways, or runways of CVG, 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. If the CGL insurance contains a general aggregate limit, it must apply separately to operations under this Contract.

c. If Contractor operates motor vehicles or mobile equipment unescorted on the aircraft ramps, taxiways, or runways of CVG, Contractor, at its expense, must procure and maintain CGL and, if necessary, commercial umbrella

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insurance with a limit of not less than $10,000,000 each occurrence. 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.

2. Automobile and Umbrella Liability Insurance:

a. 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 $2,000,000 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).

b. If Contractor performs work or services under this Contract on the aircraft ramps, taxiways, or runways of CVG, 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.

c. If Contractor operates motor vehicles unescorted on the aircraft ramps, taxiways, or runways of CVG, 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.

3. Workers’ Compensation and Employer’s Liability Coverage: Contractor must, at its expense, procure and maintain a

Kentucky workers’ compensation insurance policy. Contractor must, at its expense, procure and maintain an employer’s liability insurance policy if required under the 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.

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

5. Contractor agrees that the required insurance is not intended to limit the Contractor’s liability in the event the Contractor is deemed to be negligent in causing bodily injury or property damage during the course of its operation.

D. Additional Insured: Contractor must include the Kenton County Airport Board as an insured under the CGL, using ISO additional insured endorsement CG 20 10 or substitute form providing equivalent coverage, and under the commercial umbrella, if any.

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 must be endorsed to be primary with respect to the Kenton County Airport Board as additional insured. Contractor must also include the Kenton County Airport Board as an insured under the commercial auto policy, using ISO designated insured endorsement CA 20 48. KCAB is not liable for any premiums charged for this coverage, and the inclusion of KCAB as additional insured is not intended to and does not make KCAB a partner or joint venture with Contractor in Contractor’s operations at CVG.

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

F. Subcontractors: Contractor must cause each subcontractor to purchase and maintain insurance of the type specified under this

Contract and cause each subcontractor to include KCAB as an insured according to section 7.D. When requested by KCAB, Contractor must furnish copies of certificates of insurance coverage for each subcontractor.

G. Right to Amend Insurance: KCAB has the right to change the insurance coverage and the insurance limits required of the

Contractor when it is determined to be necessary by KCAB, provided that KCAB must provide Contractor with thirty (30) days advance notice. KCAB is not responsible for any increased costs associated with a change.

H. Proof of Insurance: Prior to execution of the Contract, Contractor must furnish KCAB with certificates evidencing existence of valid policies of insurance with the coverages specified, including evidence of Kentucky worker’s compensation insurance, and naming KCAB additional insured. These certificates must state that the coverages may not be amended so as to decrease the

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protection below the limits specified or be subject to cancellation without at least thirty (30) calendar days’ advance written notice to KCAB. A renewal policy or renewal certificate must be delivered to KCAB's Risk Manager at least thirty (30) calendar days prior to a policy’s expiration date, except for any policy expiring on or after the expiration date of this Contract.

I. Failure to Maintain Insurance: If at any time Contractor fails 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, KCAB has the right (but not the obligation) to secure the insurance required at the cost and expense of the Contractor. If at any time the Contractor fails to furnish KCAB with the certificate or certificates required, KCAB may, at any time, after fifteen (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 KCAB for the costs to secure the insurance or certificates. This is without prejudice to any other right KCAB may have in law or equity, including the right to terminate this Contract.

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

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

L. Prohibiting Contractor's Access: KCAB has the right, but not the obligation, of prohibiting Contractor from entering the project site until the certificates or other evidence of insurance are in complete compliance with these requirements and approved by

8. AUDITS

KCAB has the right, at reasonable times, to examine, copy, and audit all Contractor books and records related to this Contract. The Contractor must make its books and records available at reasonable times for audit by KCAB or its authorized agent or representative, and the Contractor must cooperate with any KCAB audit of these records. If requested by KCAB, inspection, copying, or audit of the necessary books or records will take place at a location determined by KCAB. 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.

9. CLAIMS FOR CHANGED CONDITIONS

During the term of this Contract, the facts, conditions and/or data relating to the work and services provided in this Contract may dictate a change which may alter the scope of the services in this Contract. In the event there are changes that would decrease the need for services required of the Contractor under this Contract, KCAB and Contractor must adjust the terms of this Contract as mutually agreed by the parties. Claims for additional compensation which may arise from changes or any revision to the services proposed by Contractor must be presented in writing to KCAB before work commences under any changed condition. In any case, where Contractor deems any extra compensation is due it for any work not covered in this Contract, Contractor must notify KCAB in writing of its intention to make claim for extra work before Contractor begins the work on which the claim is based. If notification is not given and KCAB is not afforded a strict accounting of actual cost, then Contractor waives any claim for its extra compensation. Notice by Contractor to KCAB and the fact that KCAB has kept account of the costs may not be construed as proving the validity of any claim for additional compensation.

Contractor is not required to undertake work under changed conditions without prior written Contract or authorization by KCAB for extra compensation attributable to the changed conditions.

10. INTEREST OF KCAB

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

11. INTEREST OF CONTRACTOR

Contractor covenants that it presently has no financial interest and will 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 a financial conflict of interest may be employed.

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12. USE OF LOGO/MARKS

Contractor may not use the name, logo, or design, of the Cincinnati/Northern Kentucky International Airport, the Kenton County Airport Board, CVG, the CVG Airport Authority, or any trademark or service mark utilized by KCAB; or use any photograph or video of the Cincinnati/Northern Kentucky International Airport, its property, or its facilities without the express written consent of KCAB. Contractor must submit any proposed use of the above media material to KCAB for approval prior to the publication or public use of the material.

KCAB, in its sole discretion, may grant or withhold consent to use the above media material and must provide a response granting or withholding consent to the Contractor within thirty (30) days of receiving the proposed media material from the Contractor. The provisions of this paragraph survive the expiration or earlier termination of this Contract.

13. OWNERSHIP OF DOCUMENTS & WORK PRODUCT

All reports, work papers, exhibits, data and other documents prepared under this Contract by Contractor is the exclusive property of KCAB. If this Contract is terminated, Contractor must deliver all documents and data used in connection to the services of this Contract to KCAB within thirty (30) business days of the termination.

14. CONFIDENTIAL INFORMATION

Any documents provided to the Contractor by KCAB pursuant to this Contract, including but not limited to personal information reports, surveys, calculations, plans, maps, estimates, and other work product including any exhibits, and any information, reports or data which may be given to or assembled by Contractor pursuant to the terms of this Contract, must be kept strictly confidential, and may not use, make available, or disclose to any individual or organization by Contractor without the prior written approval of KCAB. Contractor must protect all KCAB’s confidential information with the same degree of care as it uses to avoid unauthorized use, disclosure, publication or dissemination of its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

15. GOVERNMENT PROVISIONS

The Government Provisions in the attached Exhibit B are incorporated and are a part of this Contract.

16. MISCELLANEOUS

A. Notices. All notices, requests, demands, or other communications in this Contract must be in writing unless otherwise noted and is deemed given if delivered in person, or deposited in the United States mail, postage prepaid, certified, with return receipt requested to KCAB at Cincinnati/Northern Kentucky International Airport, Attn.: Chief Executive Officer, P. O. Box 752000, Cincinnati, Ohio, 45275-2000 or to Contractor at the address first set forth above. Either party may change the address at which it receives written notice by notifying the other party 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 should not be construed to affect the interpretation of the terms and provisions of this Contract.

C. Severability. If any covenant, condition, or provision in this Contract is held to be invalid by any Court of competent jurisdiction, the invalidity of the covenant, condition, or provision will not affect the validity of any other covenant, condition, or provision;

provided that the invalidity of the covenant, condition, or provision does not materially prejudice either party 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 Contractor is not a resident of the Commonwealth of

Kentucky, is an association or partnership without a member who is a resident of the Commonwealth, or is a foreign corporation, then Contractor must appoint an agent for service of process in Kentucky. In case of any failure on the part of the agent, the agent’s inability to perform, or Contractor's failure to appoint an agent when required, Contractor designates the Secretary of State, Commonwealth of Kentucky, as its agent for the purpose of service of process in any court action between it and KCAB arising out of or based upon this Contract. The service must be made as provided by the laws of Kentucky for service upon a non-resident.

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

F. Incorporation of Required Provisions. Contractor agrees to incorporate into the Contract, all provisions, assurances, statutes, rules and regulations which may now or during the term of this Contract be required by the Federal Aviation Administration (“FAA”) or other governmental agency as a prerequisite to or a condition of KCAB 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. If the FAA or its successors requires

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modifications or changes in this Contract as a condition precedent to the granting of the funds for the improvement of CVG, or otherwise, Contractor agrees to modify this Contract as may be reasonably required. Contractor further agrees to incorporate into the Contract the government provisions in Exhibit B, attached and incorporated by reference, which are currently required by the

FAA.

G. Relationship of Parties. The parties intend to create the relationship of independent contractor. Nothing in this Contract or any act of the parties may 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 relationship between the parties.

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

I. Non-waiver. The failure by KCAB to insist upon prompt and strict performance of any of the terms or conditions of this Agreement, or to exercise any right in any one or more instances, will not be interpreted as a waiver of the same or any other term, condition, right, or option.

J. Successors and Assigns Bound. This Contract is binding upon and inures to the benefit of the successors and assigns of the parties where permitted by this Contract.

K. No Personal Liability. No director, officer, or employee of KCAB may be charged personally or held contractually liable by or to the other party under any term or provision of this Contract.

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

M. Personnel. Except for any legally prohibited reasons, KCAB has the right to require Contractor to remove and/or replace any personnel working on KCAB’s property.

N. 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 agree that neither KCAB nor Contractor are entitled to any preference in the construction of this Contract as both are deemed to be authors of this Contract.

O. 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.

17. 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 in this Contract. This Contract including all attachments and exhibits 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 this subject matter unless expressly referred to in this Contract.

KENTON COUNTY AIRPORT BOARD [CONTRACTOR]

By: Candace McGraw By:

Its: Chief Executive Officer Its:

Attest:

Secretary/ Treasurer

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EXHIBIT A

(portions of ITB and Contractor’s response)

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EXHIBIT B

GOVERNMENT PROVISIONS ADDENDUM

This Government Provisions Addendum is incorporated into the Contract between the Kenton County Airport Board and Contractor/Consultant (used interchangeably below).

A. Equal Employment Opportunity. During the performance of this Contract, the Contractor shall comply with all Federal, state, and local laws respecting discrimination in employment and non-segregation of facilities, including, but not limited to, requirements set out at 41 CFR 60-1.4, 60-300.5(a), 60-741.4, and 60.741.5(a), which equal opportunity clauses are hereby incorporated by reference.

These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. Notification is hereby given that compliance with these clauses may require you to file annually certain reports (e.g. the EEO-1 Report, and the VETS-100 Report) with the Federal government and may require you to develop written Affirmative Action Programs for Women and Minorities, Covered Veterans and/or Persons with Disabilities.

B. General Civil Rights Provision. In all its activities within the scope of its airport program, the Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of…