25-042-RFP_Comprehensive_Aviation_Planning_Svcs_-_Sample_Contract.docx

MASTER SERVICES AGREMENT

BETWEEN

KENTON COUNTY AIRPORT BOARD

AND

This Master Services Agreement (“Agreement”) 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 ____________________________ (“Consultant”), a [home state] [limited liability company / corporation / partnership / etc.] authorized to do business in the Commonwealth of Kentucky, with business offices located at ___________________________.

RECITALS

KCAB selected Consultant through Request for Proposal #25-042-RFP (the “RFP”) to provide consulting services pertaining to the ______________________.

Both parties desire to agree upon the terms and conditions of any contract entered between the parties for consulting services pertaining to _____________________ services during the term of this Agreement.

Accordingly, the parties agree as follows:

1. INCORPORATION OF STANDARD CONTRACT TERMS AND CONDITIONS

The Standard Contract Terms and Conditions set forth on Exhibit A, attached and incorporated by reference, are fully incorporated into all contracts entered between the parties for consulting services pertaining to Comprehensive Aviation Planning Services at CVG through _________, 2028. The Standard Contract Terms and Conditions apply to any contract entered between the parties even if the contract term extends beyond ________, 2028, so long as the contract was entered before ________, 2028. After the expiration of this Agreement, the Standard Contract Terms and Conditions may be renewed for two (2) additional 1-year terms and on a month-to-month basis upon mutual agreement of the parties.

2. SCOPE OF SERVICES

Consultant 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 Comprehensive Aviation Planning Services. The work and services are described further in the Request for Proposals (#25-042-RFP) and the Consultant’s response to same which are incorporated in their entirety by reference.

Services provided by the Consultant will be assigned by KCAB through separate contracts which incorporate in full, these Standard Contract Terms and Conditions. Each contract must set forth the specific scope of services, the schedule for completion of the services, any deliverables, the amount of compensation to be paid for services, and any other matters as may be mutually agreed to between KCAB and Consultant. Consultant and KCAB will negotiate an amount for services rendered under each contract on a case-by-case basis. The Consultant’s fee schedule, which was used for evaluation of the proposal responses, is set forth on Schedule 1, attached and incorporated by reference.

3. MISCELLANEOUS

A. Notices. All notices, requests, demands, or other communications in this Agreement 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 Consultant 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 Agreement 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 Agreement and should not be construed to affect the interpretation of the terms and provisions of this Agreement.

C. Severability. If any covenant, condition, or provision in this Agreement 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 Agreement.

D. Agent for Service of Process. It is expressly understood and agreed that if Consultant 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 Consultant 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 Consultant's failure to appoint an agent when required, Consultant 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 Agreement. 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 Agreement are intended to be and are specifically made a part of this Agreement.

F. Incorporation of Required Provisions. Consultant agrees to incorporate into the Agreement, all provisions, assurances, statutes, rules and regulations which may now or during the term of this Agreement be required by the Federal Aviation Administration (“FAA”) or other governmental agency as a prerequisite to or a condition of KCAB and/or Consultant receiving any federal or state grant or loan or other governmental assistance. Consultant 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 modifications or changes in this Agreement as a condition precedent to the granting of the funds for the improvement of CVG, or otherwise, Consultant agrees to modify this Agreement as may be reasonably required. Consultant 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 consultant. Nothing in this Agreement 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 Agreement may not be amended and/or modified unless the amendment and/or modification is in writing and signed by both parties to this Agreement.

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 Agreement is binding upon and inures to the benefit of the successors and assigns of the parties where permitted by this Agreement.

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 Agreement.

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 Agreement and has the right and authority to act on behalf of KCAB with respect to all action required of KCAB in this Agreement.

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

N. Construction. The parties acknowledge this Agreement 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 Consultant are entitled to any preference in the construction of this Agreement as both are deemed to be authors of this Agreement.

O. Electronic Signatures and Delivery. The Parties consent to the use of both manual and electronic signatures to execute this Agreement, 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 Agreement is as effective and legally binding as physical delivery with all counterparts constituting one agreement.

4. ENTIRE AGREEMENT

The drafting, execution and delivery of this Agreement by the parties have been induced by no representations, statements, warranties, or contracts other than those expressed in this Agreement. This Agreement 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 Agreement.

KENTON COUNTY AIRPORT BOARD CONSULTANT

Attest:

Secretary/ Treasurer

Exhibit A

Standard Contract Terms and Conditions

1. PAYMENT AND REIMBURSEMENT

A. If specified in the Contract, KCAB agrees to reimburse Consultant only for the following allowable reimbursable expenses: 1) the actual amount expended in inter-city transportation as may be required in the performance of services, except for expenses for travel between Consultant’s office in the Northern Kentucky/Greater Cincinnati area and CVG; and 2) the actual amount of out-of-town transportation and lodging away from Consultant’s office where Consultant’s personnel are based as may be required in the performance of services. For the avoidance of doubt meals are not an allowable reimbursable expense.

B. Consultant must submit an invoice for payment with a detailed description of the services performed by Consultant. The invoice must also contain a breakdown of any reimbursable expenses claimed by Consultant along with supporting documentation and receipts for same. Subject to the provisions in this Contract, KCAB must pay the invoice on or before 30 days from the last day of the month in which the invoice was submitted to KCAB. If KCAB does not approve the Consultant’s invoice for payment, KCAB must pay the amount as it deems is owing to Consultant and give Consultant written notice of why approval was not given.

C. In addition to any other rights and remedies available to KCAB, in the event the Consultant has incurred any liability to KCAB, whether Consultant’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 Consultant set off any amount of liability against any liability of KCAB to Consultant arising from or under this Contract.

2. LAWS AND ORDINANCES

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

3. ASSIGNMENT

Consultant 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, Consultant 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.

4. 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 Consultant; ii) for Consultant’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 Consultant is unsatisfactory in any way. Upon notice of the termination, Consultant 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 Consultant of the termination. Consultant must cease or cause to be ceased all services or work under this Contract on the date of termination.

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

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

5. 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. Professional Liability: To the fullest extent permitted by law, Consultant agrees to indemnify and hold KCAB, its Board of Directors, officers and employees harmless from and against any and all liabilities, demands, suits, claims, losses, fines or judgments, including all reasonable costs of investigation and defense thereof (including, but not limited to, attorney’s fees, court costs and expert fees) arising by reason of or resulting from the negligent acts, errors or omissions of Consultant, its directors, officers, agents or employees in the performance and furnishing of its professional services under this Contract. KCAB must give Consultant reasonable notice of any such claim or action. Consultant in carrying out its obligations under this paragraph must use counsel reasonably acceptable to KCAB. The provisions of this paragraph survive the expiration or earlier termination of this Contract.

C. Hold Harmless: Consultant 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 Consultant, Consultant’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 Consultant is required to hold KCAB harmless, then and in that event, KCAB or its agents or representatives must give Consultant written notice of the claim. Upon receipt of notice, Consultant is responsible for settling, compromising, or defending against the claim. Consultant must acknowledge receipt of the claim in writing notifying KCAB and the agent or representative giving the written notice of Consultant's intent to handle the claim within 10 days of delivery of the notice. If Consultant does not respond within the 10-day period, then the Consultant 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 Consultant’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, Consultant 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 Consultant is liable in this Contract is conclusive against Consultant 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.

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

1. Professional Liability Insurance: Consultant, at its expense, must procure and maintain professional liability insurance (errors and omissions) in an amount of not less than $1,000,000 protecting Consultant from and against liability which may occur by reason of any errors, omissions, or negligent acts of its directors, officers, employees and agents in the performance of professional services under this Contract. Consultant must maintain this coverage for five (5) years after all services and work required under this Contract is completed by Consultant, or after the Consultant has left the job site, whichever occurs last.

2. Commercial General Liability and Umbrella Liability Insurance:

a. Consultant, 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 Consultant performs work or services under this Contract on the aircraft ramps, taxiways, or runways of CVG, Consultant, 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 Consultant operates motor vehicles or mobile equipment unescorted on the aircraft ramps, taxiways, or runways of CVG, Consultant, 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.

3. Automobile and Umbrella Liability Insurance:

a. If Consultant uses motor vehicles at CVG, Consultant 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 Consultant performs work or services under this Contract on the aircraft ramps, taxiways, or runways of CVG, Consultant, 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 Consultant operates motor vehicles unescorted on the aircraft ramps, taxiways, or runways of CVG, Consultant, 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.

4. Workers’ Compensation and Employer’s Liability Coverage: Consultant must, at its expense, procure and maintain a Kentucky workers’ compensation insurance policy. Consultant 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.

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

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

E. Additional Insured: Consultant 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. Consultant 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 Consultant in Consultant’s operations at CVG.

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

G. Subcontractors: Consultant must cause each subcontractor to purchase and maintain insurance of the type specified under this Contract and cause each subcontractor to include the KCAB as an insured according to section 7.D. When requested by KCAB, Consultant must furnish copies of certificates of insurance coverage for each subcontractor.

H. Right to Amend Insurance: KCAB has the right to change the insurance coverage and the insurance limits required of the Consultant when it is determined to be necessary by KCAB, provided that KCAB must provide Consultant with thirty (30) days advance notice. KCAB is not responsible for any increased costs associated with a change.

I. Proof of Insurance: Prior to execution of the Contract, Consultant 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.

J. Failure to Maintain Insurance: If at any time Consultant fails to have in effect the insurance required under the provisions of this Contract, upon written notice to the Consultant 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 Consultant. If at any time the Consultant fails to furnish KCAB with the certificate or certificates required in this Contract, KCAB may, at any time, after fifteen (15) calendar days’ written notice to Consultant of its intention to do so, secure the required certificate or certificates at the cost of the Consultant. Consultant 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.

K. Primary Insurance: Consultant’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. Consultant’s insurance policies must contain a severability of interest clause.

L. 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 Consultant, and the coverage limits are not a limitation on Consultant’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 Consultant's or its subcontractors’ obligation to maintain such insurance.

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

6. AUDITS

KCAB has the right, at reasonable times, to examine, copy, and audit all Consultant books and records related to this Contract. The Consultant must make its books and records available at reasonable times for audit by KCAB or its authorized agent or representative, and the Consultant must cooperate with any KCAB audit of these records. If requested by KCAB, Consultant must transport the necessary books or records to a location at CVG for inspection, copying, or audit. At its discretion KCAB may perform the audit at the location where the Consultant's books or records are located. Consultant 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.

7. 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 Consultant under this Contract, KCAB and Consultant 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 Consultant must be presented in writing to KCAB before work commences under any changed condition. In any case, where Consultant deems any extra compensation is due it for any work not covered in this Contract, Consultant must notify KCAB in writing of its intention to make claim for extra work before Consultant 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 Consultant waive any claim for its extra compensation. Notice by Consultant 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. Consultant 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.

8. 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 Consultant 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.

9. INTEREST OF CONSULTANT

Consultant 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. Consultant further covenants that in the performance of this Contract no person having such a financial conflict of interest may be employed.

10. OWNERSHIP OF DOCUMENTS & WORK PRODUCT

All reports, work papers, exhibits, data and other documents prepared under this Contract by Consultant is the exclusive property of KCAB. If this Contract is terminated, Consultant 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.

11. CONFIDENTIAL INFORMATION

Any documents provided to the Consultant 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 Consultant 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 Consultant without the prior written approval of KCAB. Consultant 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.

12. USE OF LOGO/MARKS

Consultant 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. Consultant 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 Consultant within thirty (30) days of receiving the proposed media material from the Consultant. The provisions of this paragraph survive the expiration or earlier termination of this Contract.

13. GOVERNMENT CLAUSES

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

14. 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 Consultant 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 Consultant 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 Consultant 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 Consultant's failure to appoint an agent when required, Consultant 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. Consultant 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 Consultant receiving any federal or state grant or loan or other governmental assistance. Consultant 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 modifications or changes in this Contract as a condition precedent to the granting of the funds for the improvement of CVG, or otherwise, Consultant agrees to modify this Contract as may be reasonably required.

G. Relationship of Parties. The parties intend to create the relationship of independent consultant. 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 Contract, 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 Consultant 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 Consultant 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.

15. 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.

SCHEDULE 1

Professional Fee Schedule

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 Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.

C. Civil Rights Act of 1964, Title VI-49 CFR Part 21.

During the performance of this Contract, Contractor for itself, its assignees and successors in interest agree as follows:

1. Compliance with regulations. Contractor shall comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Contract.

2. Non-discrimination. Contractor, with regard to the work performed by it during the Contract, shall not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Contractor shall not participate either directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the Contract covers the program set forth in Appendix B of the 49 CFR part 21.

3. Solicitations for subcontractors, including procurements of materials and equipments. In all solicitations either by competitive bidding or negotiation made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of contractor’s obligations under this Contract and the Nondiscrimination Acts and Authorities, relative to non-discrimination on the grounds of race, color, or national origin.

4. Information and reports. Contractor shall provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by KCAB or the FAA to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to KCAB or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, KCAB shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to:

a. withholding of payments to Contractor under the Contract until Contractor complies, and/or

b. cancellation, termination or suspension a contract, in whole or in part.

6. Incorporation of provisions. Contractor shall include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempted by the Acts, the Regulations, and directives issued pursuant thereto. Contractor shall take such action with respect to any subcontract or procurement as KCAB or the FAA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event Contractor becomes involved in or is threatened with, litigation with a subcontractor or a supplier as a result of such direction, Contractor may request KCAB to enter into such litigation to protect the interest of KCAB and, in addition, Contractor may request the United States to enter into such litigation to protect the interest of the United States.

Title VI List of Pertinent Nondiscrimination Authorities

During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

· Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);

· 49 CFR part 21 (Non-discrimination in Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);

· The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

· Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance);

· The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);

· Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);

· The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

· Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq) (prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38;

· The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

· Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations (ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations);

· Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 (2005));

· Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

D. Federal Fair Labor Standards Act (Federal Minimum Wage). This Contract incorporates by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The Contractor has full responsibility to monitor compliance to the referenced statute or regulation. The Contractor must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division.

E. Occupational Safety and Health Act of 1970. This Contract incorporates by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Contractor must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The Contractor retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Contractor must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration.

Rev. 02.22.2023