KENTON COUNTY AIRPORT BOARD

REQUEST FOR PROPOSAL

PROMOTIONAL ITEMS (#25-015-RFP)

(#25-015-RFP)

PROMOTIONAL ITEMS

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

IMPORTANT: Proposals must be received no later than 2:00 p.m. Eastern Time (ET) on Thursday, March 20, 2025.

RFP # 25-015-RFP DATE ISSUED: FEBRUARY 27, 2025

Pursuant to the provisions of KRS 424.260, the Kenton County Airport Board (“KCAB”) will receive proposals for Promotional Items at the Cincinnati/Northern Kentucky Int’l Airport (“CVG”). Proposals must be received by March 20, 2025, at 2:00 p.m. ET. No proposals 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 Request for Proposal (RFP) may be downloaded from the website https://procurement.opengov.com/portal/cvgairport

KENTON COUNTY AIRPORT BOARD

Candace S. McGraw, Chief Executive Officer

CINCINNATI/NORTHERN KENTUCKY INTERNATIONAL AIRPORT

Hebron, Kentucky 41048

SCHEDULE OF EVENTS

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 & PROPOSAL INSTRUCTIONS

A.1 BACKGROUND AND SCOPE

The Kenton County Airport Board (KCAB) seeks proposals for a vendor to supply promotional items for Cincinnati/Northern Kentucky International Airport (CVG). KCAB uses these items for community events and customer giveaways. This Request for Proposal (RFP) aims to establish a contract with a vendor or vendors capable of delivering high-quality, cost-effective promotional products with a wide selection and short lead times.

A.2 SUBMISSION OF PROPOSALS

Responses to this ITB must be submitted electronically through KCAB’s online bidding system which can be accessed at https://procurement.opengov.com/portal/cvgairport. Select the project titled Promotional Items (Invitation #25-015-RFP) and follow the instructions for submittal. The completed and signed proposal (together with all required attachments) must be transmitted and received in the system no later than March 20, 2025, at 2:00 p.m. Eastern Time (ET). Proposers should allow for sufficient time to upload and transmit all required information. Proposer 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.

Individual submittals will not be read in public or available for public inspection until after an award determination has been made.

A.3 RFP QUESTIONS

KCAB is not bound by, and proposers may not request or rely on any oral interpretation or clarification of this RFP. Therefore, any questions regarding this RFP are encouraged and should be submitted electronically using the Q&A tab of this RFP on KCAB’s online bidding system, which can be accessed at https://procurement.opengov.com/portal/cvgairport

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 RFP on the bidding system per the Schedule of Events. Answers to questions from any proposer will be available to all proposers.

All communications regarding this solicitation must 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 proposer’s submittal.

A.4 ADDENDA

In the event it becomes necessary to revise, change, modify or cancel this RFP or to provide additional information, addenda will be issued to all recipients of this RFP.

A.5 SCOPE OF SERVICES/GENERAL REQUIREMENTS/MINIMUM QUALIFICATIONS

The Successful Proposer (“Contractor”) must provide promotional items to CVG for customer giveaways which are used at community events and within passenger facilities throughout the year.

Contractor must provide branded items that are purchased for employee use to represent CVG while on duty.

Contractor must suggest promotional items for events such as new flight destinations and new building openings and have an online catalog that KCAB staff can view.

The following list includes, but is not limited to, potential items that KCAB may purchase from the selected Contractor. Additional products may be added to the contract as they become available to meet the needs of KCAB. Quantities listed are estimated only and may or may not be the quantities ordered or required.

ACTIVITY PAD, TRAVEL FUN, 5.25" X 7.75", CVG WEBSITE AND

LOGO IMPRINT ON COVER

BAG, BACKPACK, CLASSIC, WITH CONVENIENT KEY RING, 13" X

16.5" X 6.5", SAFETY ORANGE, EMBROIDERED WITH CVG SAFETY LOGO

EA

BAG, DRAWSTRING, MESH POCKET, POLYESTER, 14" X 16-1/2", LIME GREEN W/BLACK DRAWCORD, WITH BLACK CVG LOGO, #BA410

EA

BAG, FANNY PACK, 9" W X 4.5" H X 2.5" D, BLACK WITH CVG LOGO

IN WHITE AND GREEN, B-8836

BOTTLE, 24 OZ CREST CARABINER SPORTS, 9-3/4" H, COLOR: LIME,

WITH CVG LOGO AND "THIRST FOR ADVENTURE" IN WHITE

BOTTLE, WATER, INSULATED, 20 OZ, STURDY CLIP-ON HANDLE, SMOKE COLOR W/2 COLOR CVG SAFETY LOGO, LAKELAND TRITON S-

EA

CHARGER, SOLAR, SLIM, 5000 mAh, SILVER, DUAL USB CHARGING

PORTS, FULL COLOR CVG LOGO IMPRINT

KENTON COUNTY AIRPORT BOARD

PROMOTIONAL ITEMS (#25-015-RFP)

EAR BUDS, ZOOM WRAP, 3.5" H X 1" W X 1.25" L, WHITE, WITH CVG

LOGO, #7003-40X

EMBLEM, EMBROIDERED, 3.5" X 2" RECTANGULAR, ROYAL BLUE

WITH WHITE CVG LOGO

FLASH DRIVE, iCLICK USB, 8GB, 2.25" L X .75" W X .4" H, ROYAL BLUE

WITH CVG LOGO, INCLUDES BIO FILM BAG & BLACK NECK LANYARD

FLASHLIGHT, COMPACT METAL, 9 LED BULBS, BLUE, WITH CVG

LOGO, #LANT0090

FRISBEE, FOLDABLE W/SLEEVE, GLOBE DESIGN, WITH CVG LOGO IN

WHITE

GIFT BAGS, GLOSS EUROTOTE-CRYSTAL, 7-3/4"W X 4-3/4" X 9-3/4"H,

SILVER WITH CVG LOGO IN REFLEX BLUE

HAT, ALL CLOTH, SAFETY GREEN CAP W/ NAVY BLUE BILL, 2-COLOR

EMBROIDERED CVG LOGO

ICE SCRAPER, GREAT LAKES 7", TRANSLUCENT ROYAL BLUE BLADE WITH TRANSLUCENT LIME GREEN HANDLE, 7" W X 3" H X 11/16" D, WITH CVG LOGO IN WHITE

EA

JOURNAL, TUCSON MEDIUM, IVORY PAPER, 240 PAGES, 5-1/4" W X

8-3/8" H, BLACK WITH CVG LOGO DEBOSSED ON COVER

KOOZIE, ROYAL BLUE WITH CVG LOGO IN THREE LOCATIONS,

FRONT/BACK/BOTTOM, IN WHITE

LANYARDS, 3/4" W X 32" L, DYE-SUBLIMATED POLYESTER, METAL CRIMP& METAL SPLIT-RING & CONVENIENCE RELEASE, ROYAL BLUE

WITH CVG LOGO/PLANES BETWEEN LOGO IMPRINT, #LS34M-PH5

EA

LANYARDS, 3/4" W X 32" L, DYE-SUBLIMATED POLYESTER, METAL

CRIMP& METAL SPLIT-RING & CONVENIENCE RELEASE, ROYAL BLUE WITH CVG LOGO/PLANES BETWEEN LOGO IMPRINT, #LS34M-PH5

EA

LANYARDS, 3/4" W X 32" L, DYE-SUBLIMATED POLYESTER, METAL CRIMP& METAL SPLIT-RING & CONVENIENCE RELEASE, ROYAL BLUE

WITH CVG LOGO/PLANES BETWEEN LOGO IMPRINT, #LS34M-PH5

EA

MINTS, CUSTOM MOLDED AIRPLANES, WITH CVG LOGO ON TIN,

#SMMTB-CU

MUG, COFFEE, HARTFORD, 11 OZ SIZE, WHITE WITH 2-COLOR CVG

LOGO

PADFOLIO, STRATFORD ZIPPERED, 13.94" H X 1.87" W X 10.37" L,

BLACK, INCLUDES 8-1/2" X 11" WRITING PAD, W/CVG LOGO DEBOSSED

PEN, BALLPIONT, AVANT CLICK METAL CLICK-ACTION, SATIN

WHITE/SILVER/BLACK, WITH CVG LOGO

PEN, BALLPOINT, 3-IN-1 WITH CAPACITIVE STYLUS & LIGHT,

BLUE/SILVER, WITH CVG LOGO

PEN, BASEBALL BAT, NATURAL WOOD, MEDIUM POINT BLUE INK,

WITH CVG LOGO, #1000

PEN, OSAGE METALLIC WITH RITEPLUS INK, SILVER PMS 877 WITH

BLACK INK, WITH CVG FIRE DEPARTMENT LOGO, #V365K

PEN, STYLUS GRIP, BLUE W/BLACK INK, 5-3/8" L X 1/2" DIA, WITH

CVG LOGO, #55691

PEN, STYLUS GRIP, BLUE W/BLACK INK, 5-3/8" L X 1/2" DIA, WITH

CVG LOGO, #55691

PLAYING CARDS, CUSTOM DESIGN POKER SIZE, WHITE

BACKGROUND WITH 3-COLOR CVG LOGO

POUCH, MICROFIBER CELL PHONE AND EYEGLASS, DRAWSTRING,

BLUE, WITH CVG LOGO

POWER BANK, VOLT 2200 mAh, 5V/500mA INPUT, 5V/1000mA OUTPUT, 3.75" H X .813" W X .813" L, BLUE WITH CVGairport.com

LOGO

EA

REEL, BADGE, CARABINER RETRACTABLE (POLYDOME), 1.38" W X

4.25" H X .38" D, BLACK, WITH CVG LOGO ON BOTH SIDES

SANTIZER PEN, SPRAY, CLEAR LABEL, WITH FULL COLOR CVG LOGO,

BLUE CAP, #9F023-PZ

SHIRT, GOLF, LADIES, NIKE DRI-FIT VERTICAL MESH POLO, OLD

ROYAL BLUE, WITH CVG LOGO ON LEFT CHEST, #637165

SHIRT, GOLF, MEN'S OR WOMEN'S CORE PERFORMANCE POLO, BRIGHT WHITE, WITH CVG LOGO, CALLAWAY #CGM211 AND

#CGW212

EA

SHIRT, NIKE MEN'S, DRI-FIT VERTICAL MESH POLO, OLD ROYAL WITH

CVG LOGO ON LEFT CHEST, #637167

STRESS RELIEVER, HORSE SQUEEZIES, BROWN WITH WHITE CVG

LOGO PRINTED ON BACK

SUNSHADE, AUTO, SINGLE PANEL SPRING LOOP, 52" X 24" WITH ELASTIC STRAP ON THE SIDE, SILVER/BLACK, WITH 2-COLOR CVG

VERTICAL LOGO

EA

TAG, LUGGAGE, W/BUSINESS CARD POCKET, 4-1/4" L X 2-1/4" W X

50MIL THICK, INCLUDES LOOP-A-FIX, WITH CVG ARTWORK, #600-A

T-SHIRT, 100% COTTON, ORANGE, NO POCKET, SHORT SLEEVE, W/CVG LOGO ON LEFT CHEST & DEPT LOGO ON RIGHT SLEEVE IN

NAVY

EA

T-SHIRT, 50/50 COTTON/POLY, SAFETY GREEN, NO POCKET, LONG SLEEVE. TALL SIZES, W/CVG LOGO ON LEFT CHEST & DEPT LOGO ON

RIGHT SLEEVE IN NAVY

EA

TUMBLER, EVEREST STAINLESS STEEL INSULATED, 20OZ, MATTE

BLUE W/LASER ENGRAVED CVG LOGO

UMBRELLA, GOLF, VENTED AUTO OPEN, ROYAL BLUE/WHITE, 58"

DIAMETER, WITH 3-COLOR CVG LOGO ON ONE WHITE PANEL

UMBRELLA, TOTES 44", 3-SECTION AUTO OPEN/CLOSE, ROYAL

BLUE/WHITE, WITH 3-COLOR CVG LOGO ON ONE WHITE PANEL

UMBRELLA, MINI FOLDING AUTO OPEN/CLOSE, ROYAL BLUE/WHITE,

WITH 3-COLOR CVG LOGO ON ONE WHITE PANEL

WIPE, INDIVIDUAL SANITIZER, WITH ALCOHOL, WITH FULL-COLOR

CVG LOGO IMPRINT, #PT1074

A.6 PROPOSAL REQUIREMENTS

Proposals must include the information identified in this section and be presented in the order provided. Proposals must not exceed 10 single sided pages and must be typewritten, using a 10 point font (minimum), on a standard 8 ½ inch by 11 inch page format with consecutive page numbers on each page. Relevant project experience, team member resumes and references may be provided in three (3) appendices attached to the proposal (Appendix A – Project Profiles, Appendix B – References, and Appendix C –Resumes) and do not count toward the page limit. Section dividers, tabs, and cover sheets do not count toward the page limit.

A.6.1 Cover Letter

Include a cover letter which serves to introduce the Contractor and highlight experience providing similar products, including to governmental entities. This cover letter should also include the name, address, and telephone number of the primary company representative to be contacted regarding the response. The cover letter does not count toward page limit.

A.6.2 Approach to Assignment

Provide a detailed description of the promotional items that you are proposing in response to the specifications outlined and information requested within this RFP.

Include details on service, variety, selection, employee communications, ordering processes, implementation process, and any other relevant information regarding the proposed agreement.

Describe the timeline of an order from the first contact of a project to the final invoice, and what would be required from KCAB.

Detail the ability to suggest promotional items that would align with upcoming CVG events.

A.6.3 Qualifications and Experience

Discuss proposer’s qualifications and describe the proposer’s business; how it is organized, the resources and expertise it has available, and summarize the ability to provide the services outlined in this RFP.

Detail lead times of the example items in the Line Item tab and how quickly backorder issues are resolved.

Discuss relevant experience with a minimum of three accounts that are similar in size and scope to KCAB and with whom you have worked with in the past three years. The list must include each reference’s name, address, email address, contact person, length of relationship, a description of the products/services provided, and the volume of work currently doing business with each.

Discuss the locations of the fulfillment warehouses with their respective lead times for products that are ordered.

Include links to an online catalog for items that are available from the proposer.

Indicate the primary person who will be responsible for the proposer’s daily activities on behalf of KCAB. Identify other key staff members who would work with KCAB, their specific responsibilities, and locations. A resume for the primary staff member and other key staff should be included on each individual outlining work experience, length of service with your organization, and any other pertinent information you may wish to include.

A.6.4 Provide tiered pricing of the four most utilized Promotional Items by KCAB based upon the estimated quantities as shown in the table below.

A.6.5 Proposed Fee & Rates

Pricing must be all-inclusive, firm/fixed for one (1) year, and delivered to the address specified inclusive of all transportation charges FOB Cincinnati/Northern Kentucky International Airport. Bids must be submitted electronically using the Line Item tab on KCAB’s electronic bidding system.

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

A.6.6 Exceptions

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.6.7 COI

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

A.6.8 Residence Form

Completed applicable proposer residence form.

A.7 KENTUCKY OPEN RECORDS ACT

Each proposer must specifically identify any portion of its proposal which it deems confidential, or which contains proprietary information, patents, copyrights or trade secrets. Proposer 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 proposer deems confidential. KCAB may otherwise use or disclose the data submitted by each proposer for any purpose, unless such data is identified as confidential or proprietary by the proposer. The proposer’s opinion of proprietary information is not binding upon KCAB.

A.8 EVALUATION CRITERIA

The selection of the Promotional Items contractor will be based on a judgment evaluation of several key elements in the proposals submitted. In alphabetical order, these include but are not limited to:

· Proposer’s experience

· Lead time for items

· Price

· Value of products offered

· Variety and quality of products offered

Following review of the proposals, KCAB may invite certain proposers to formally meet with KCAB representatives in the week of March 31, 2025, if necessary.

A.9 ACCEPTANCE PERIOD

Proposals in response to this RFP must indicate it is valid for a period no less than ninety (90) days from the closing date.

A.10 AWARD

A.10.1 KCAB intends to award a contract or contracts resulting from this solicitation to the responsible proposer(s) whose proposal represents the best value after evaluation in accordance with the criteria included in this RFP.

A.10.2 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.

A.10.3 KCAB intends to evaluate proposals and may award a contract without discussions with proposers. Therefore, the proposer’s initial proposal should contain the proposer’s best terms from a cost or price and technical standpoint.

A.10.4 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.10.5 KCAB reserves the right to make multiple awards if, after considering the proposals submitted, it is in KCAB’s best interest to do so.

A.10.6 The successful proposer will be required to enter into a contract substantially in the form of the contract attached to this RFP and incorporated by reference. All proposers are required to note any exception(s) to the attached contract and are required to specifically state the exception(s) and the reason(s) for the exception(s). No exceptions will be recognized to the Government Clauses section of the proposed contract. If no exceptions to the contract are included in the proposer’s response, the proposer is expected to execute the contract in the form set forth herein. Final acceptance of a proposal and contract is contingent upon reaching a mutually satisfactory agreement regarding noted exceptions. If an acceptable and timely agreement is not reached, KCAB reserves the right to disqualify the proposer and to reevaluate the remaining proposals. KCAB reserves the right to refuse to negotiate with a successful proposer on any item not specifically excepted in its submittal.

A.10.7 KCAB will have 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).

A.10.8 The term of the agreement will be for two (2) years with an option to renew for two (2) additional years.

A.11 PERFORMANCE AND PAYMENT

A.11.1 The successful proposer shall issue an invoice on a monthly basis for work performed the previous month along with supporting data. KCAB will pay submitted invoices on a net 30 basis subject to the terms of the attached agreement.

A.14 RECORDS/FINANCIALS

In submitting proposals on any item to be purchased by KCAB, the proposer 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 proposer 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 proposer’s probable ability to perform adequately under a contract if it is awarded to the proposer.

A.15 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 decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding of application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefore.

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 proposal shall be disqualified and shall not be reinstated.

A.16 NON-COLLUSIVE VENDOR CERTIFICATION

By the submission of this proposal, the proposer certifies that:

A.16.1 The proposal has been arrived at by the proposer independently and has been submitted without collusion with any other vendor.

A.16.2 The contents of the proposal have not been communicated by the proposer, or, to its best knowledge and belief, by any of its employees or agents, to any person not an employee or agent of the proposer or its surety on any bond furnished herewith and will not be communicated to any such person prior to the official opening of the proposal.

A.16.3 No proposer may submit more than one proposal for this purchase. It shall be the responsibility of each proposer to obtain the prior written permission of KCAB before proposal opening in every situation in which the proposer, 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 proposals being rejected.

A.17 RFP CONDITIONS AND PROVISIONS

The terms and conditions of this request for proposal (RFP) include all general and special conditions as enumerated herein.

All participating proposers agree to comply with all of the conditions, requirements and instructions of this RFP as stated or implied herein. Any alteration, erasure or interlineation by the proposer in this proposal constitutes cause for rejection by KCAB. Should KCAB omit anything from this RFP which is necessary to a clear understanding of the work, or should it appear that various instructions are in conflict, then the proposer 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 proposal may result in the disqualification of this proposal.

All proposers are required to complete all information requested in this proposal. Failure to do so may result in the disqualification of proposal.

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 governs.

Each proposer shall fully acquaint and familiarize themselves with the conditions as they exist and the character of the operations to be carried on under the proposed contract and make such investigations as the proposer may see fit so that the proposer shall fully understand the facilities, physical conditions and restrictions associated with the services.

The successful proposer shall comply with all of the specifications, terms and conditions of this RFP.

KCAB is not liable for any costs incurred by proposer in the preparation of proposals 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:

PROPOSED AGREEMENT

CONTRACT BETWEEN

KENTON COUNTY AIRPORT BOARD

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 Promotional Items at CVG. The work and services are described further in the Invitation to Bid (#25-015-RFP) 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 April 10, 2025, and continues until April 9, 2027, unless terminated earlier pursuant to this Contract. KCAB in its sole discretion may renew the agreement for two (2) one-year periods.

3. PAYMENT AND REIMBURSEMENT

A. KCAB agrees to pay Contractor for the work and services performed by Contractor on a [time and materials / lump sum] basis an amount not to exceed $_________________, based on the [rates / fee] 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 no more than once per month for payment for work and services completed the previous month. 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 / percentage complete]. 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

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 KCAB.

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 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 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 KCAB.

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.

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 B. 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.

C. 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.

D. 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…