25-054-RFQ_TW_M_Reconstr_Design_-_Proposed_Agreement.pdf

CONTRACT BETWEEN

KENTON COUNTY AIRPORT BOARD

AND

This contract is made as of ____________, 2025, between the Kenton County Airport Board, a Municipal corporation, established pursuant to the provisions of Chapter 183 of the Kentucky Revised Statutes (“KCAB”), operator of the Cincinnati/Northern Kentucky International Airport (”CVG”), located in Boone County, Kentucky and _______________, a [home state] [limited liability company, corporation, partnership, etc] authorized to do business in the Commonwealth of Kentucky, with business offices located at ___________________________ (“Consultant”).

SCOPE OF SERVICES

Consultant shall furnish labor, material, supplies, equipment, supervision and all other items and personnel as needed, to provide consulting services pertaining to Taxiway M Reconstruction Design. These Services are more particularly described in the Request for Qualifications (#25-054-RFQ) and the Consultant’s response to same which are incorporated in their entirety by reference, and portions of both are attached as Exhibit A. Consultant shall perform the Services consistent with the provisions of this Contract and Exhibit A. When there is a conflict in the terms of this Contract and Exhibit A, the terms of this Contract prevail.

COMMENCEMENT AND COMPLETION

This Contract commences on the date set forth above and continues until _____________, 2025, unless terminated earlier pursuant to the provisions set forth herein. All work under this Contract must be undertaken and completed in such sequence and manner as to insure its expeditious completion and in compliance with the purpose of this Contract.

PAYMENT AND REIMBURSEMENT

KCAB agrees to pay to Consultant and the Consultant agrees to accept from KCAB in full and complete consideration for Consultant’s performance of this Contract, a sum not to exceed $________, based on the fee schedule set forth on Exhibit A. The payment to Consultant shall be subject to payments and adjustments as provided herein.

Allowable reimbursable expenses include: 1) the actual amount expended in inter-city transportation as may be required in the performance of services; however expenses for travel between Consultant’s office in the Northern Kentucky/Greater Cincinnati area and CVG are not reimbursable; 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.

Consultant may submit no more than one invoice each month for payment. The invoice must contain a detailed description of the services performed by Consultant and the name and hourly rate of the person(s) performing the service including the amount of time spent on such services by each person. The invoice must also contain a breakdown of any reimbursable expenses claimed by Consultant along with supporting documentation and receipts for same.

Consultant shall promptly advise KCAB if and when it determines that the schedule for any particular task is not going to be met or the budget for any particular task is going to be exceeded.

Subject to the provisions set forth below, KCAB shall pay such 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 shall pay such amount as it deems is owing to Consultant and give Consultant written notice of why such approval was not given. 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 such liability is based in contract, tort or otherwise, KCAB may without notice to Consultant set off any amount of such liability against any liability of KCAB to Consultant arising from or under this Contract.

LAWS AND ORDINANCES

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

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, payment for the performance of work covered thereunder is the responsibility of and will be made directly by Consultant unless otherwise specifically provided for and approved in writing by KCAB.

TERMINATION 49 CFR Part 18.36(i)(2)

KCAB may, by written notice, terminate this Contract, in whole or in part, at any time, either for KCAB’s convenience or because of failure to fulfill the Consultant’s obligations. Upon receipt of such notice, services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this Contract, whether completed or in process, delivered to KCAB.

If the termination is for convenience of KCAB, no amount shall be allowed to Consultant for anticipated profit on unperformed services. In such event, Consultant shall invoice and be paid for only those services rendered and work performed through the date of termination which are reasonably satisfactory to KCAB. KCAB may withhold any payments to Consultant for the purposes of set-off for damages sustained by KCAB.

If the termination is due to failure to fulfill the Consultant’s obligations, KCAB may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Consultant shall be liable to KCAB for any additional cost occasioned by KCAB thereby.

If, after notice of termination for failure to fulfill contract obligations, it is determined that the Consultant had not so failed, the termination shall be deemed to have been effected for the convenience of KCAB. In such event, adjustment in the contract price shall be made as if the Contract was terminated for the convenience of KCAB.

The rights and remedies of KCAB provided in this Article are in addition to any other rights and remedies provided by law or under this Contract.

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

TRUTH IN NEGOTIATIONS

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

PERSONNEL

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

All of such services shall be performed in a professional manner by persons skilled in their respective trades, and in accordance with generally accepted professional practice.

LIABILITY, INDEMNITY AND INSURANCE

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

B. 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 shall give Consultant reasonable notice of any such claim or action. Consultant in carrying out its obligations under this paragraph shall use counsel reasonably acceptable to KCAB. The provisions of this paragraph shall survive the expiration or earlier termination of this Contract.

C. General Liability: Consultant shall 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 such 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 shall give Consultant written notice of such claim. Upon receipt of such notice, Consultant is responsible for settling, compromising, or defending against (“handle”) such claim. Consultant must acknowledge receipt of the claim in writing notifying KCAB and the agent or representative giving the notice in writing of Contractor's intent to handle the claim within 10 days of 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 as a result of Consultant’s failure to respond and handle the claim in accordance with the terms herein. KCAB has the right to defend against any such 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 hereunder is conclusive against Consultant as to liability and amount, where the time for appeal therefrom has expired. The provisions of this paragraph survive the expiration or termination of this Contract.

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

1. Professional Liability Insurance: The Consultant shall obtain and maintain continuously in effect at all times during the term hereof, at its sole cost and expense, professional liability insurance (errors and omissions) 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 shall ensure that said coverage shall be in a minimum amount of at least $1,000,000 at all times. Coverage shall be maintained for a period of 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 shall last occur.

2. Commercial General Liability and Umbrella Liability Insurance:

a. Consultant, at its expense, shall procure and maintain CGL and, if necessary, commercial umbrella insurance with a limit of not less than $10,000,000 each occurrence. If such CGL and/or umbrella insurance contains a general aggregate limit, it shall apply separately to operations under this Contract.

b. 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. Consultant, at its expense, shall 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 shall, at its expense, procure and maintain a Kentucky workers’ compensation insurance policy. Consultant shall, 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 shall 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, shall 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 under this Contract.

E. Additional Insured: Consultant shall include the Kenton County Airport Board as an insured under the CGL, using ISO additional insured endorsements CG 20 10 and CG 20 37 or substitute form providing equivalent coverage, and under the commercial umbrella, if any. This insurance applies as primary insurance with respect to any other insurance or self-insurance programs afforded to the Kenton County Airport Board. There may be no endorsements or modifications of the CGL to make it excess over other available insurance;

alternatively, if the CGL states that it is excess or pro-rata, that policy shall be endorsed to be primary with respect to the Kenton County Airport Board as additional insured. Consultant shall 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 such 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 shall cause each subcontractor to purchase and maintain insurance of the type specified under this Contract and cause each subcontractor to include the Kenton County Airport Board as an insured according to Paragraph E. Additional Insured. When requested by KCAB, Consultant shall 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 shall provide Consultant with thirty (30) days advance notice. KCAB is not responsible for any increased costs associated therewith.

I. Proof of Insurance: Prior to execution of the Contract, Consultant shall 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 herein 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: In the event Consultant shall at any time fail 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 hereunder at the cost and expense of the Consultant. In the event Consultant shall at any time fail to furnish KCAB with the certificate or certificates required hereunder, 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 thereof plus fifteen percent (15%) for administrative overhead. 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. KCAB Review of Insurance: All policies required hereunder must be satisfactory to KCAB including the quality of the insurer, deductible, or retentions. By requiring insurance herein, KCAB does not represent that coverage and limits will necessarily be adequate to protect Consultant, and such coverage limits are not a limitation on Consultant’s liability under the indemnities granted to KCAB under this Contract. Failure of KCAB to demand such 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 such certificates or other evidence of insurance has been placed in complete compliance with these requirements and approved by KCAB.

STANDARD OF CARE

Consultant warrants that all services performed under this Contract will be performed according to the terms and covenants of this Contract and with Exhibit “A”. Consultant will perform such services consistent with the level of care and skill ordinarily exercised by other Consultants in their industry under similar circumstances at the time the services are performed. Consultant agrees to exercise due and proper care in the hiring of persons skilled in or capable of the performance of the services provided for hereunder. Consultant agrees and acknowledges that each such employee may be subject to a 10-year background check, a fingerprint based criminal history check, and/or a threat assessment, as set forth in the Rules and Regulations or as otherwise determined by KCAB.

Consultant further agrees that it shall advise each of its employees of any and all safety and health requirements relating to the services to be performed hereunder or the use of equipment or materials in connection with such services, including, without limitation, the safety and health requirements imposed by or promulgated under the 1970 Williams- Steiger Occupational Health Act (OSHA).

AUDITS

KCAB has the right, at reasonable times, to examine, copy, and audit all Consultant books and records related to this Contract. The Consultant shall make its books and records available for audit by KCAB, at reasonable times, and will cooperate with any KCAB audit of these records. Consultant shall transport the necessary books or records to a location at CVG for inspection, copying or audit, if requested by KCAB. 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.

NO PERSONAL LIABILITY

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

CLAIMS FOR CHANGED CONDITIONS

During the term of this Contract, the facts, conditions and/or data relating to the work and services provided for hereunder may dictate a change, which may alter the scope of the services set forth herein. In the event there are changes that would decrease the need for the work and services required of the Consultant under this Contract, KCAB and Consultant shall adjust the terms of this Contract as mutually agreed by the parties. In the event there are changes that would increase the need for work and services required under this Contract, the parties shall mutually agree to the terms thereof. Any claim for additional work or services made by Consultant due shall be presented by the Consultant in writing to KCAB before any work shall commence. If such notification is not given and KCAB is not afforded a strict accounting of actual cost, then Consultant hereby agrees to waive any claim for its extra compensation. Notice by

Consultant to KCAB and the fact that KCAB has kept account of the costs both as provided herein shall not in any way be construed as proving the validity of any claim for additional compensation. Consultant shall not be required to undertake work under changed conditions without prior written contract or authorization by KCAB for extra compensation attributable to the changed conditions.

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 under this Contract shall (i) participate in any decision relating to this Contract which affects such individual's personal interest or the interest of any corporation, partnership or association in which such individual is, directly or indirectly, interested or (ii) have any interest, directly or indirectly, in this Contract or the proceeds thereof.

INTEREST OF CONSULTANT

Consultant covenants that it presently has no financial interest and may 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.

OWNERSHIP OF DOCUMENTS

All reports, work papers, exhibits, data and other documents prepared under this Contract by Consultant shall be the exclusive property of KCAB. Consultant shall keep any work product prepared by it and/or any of its subcontractors, pursuant to this Contract, including, but not limited to, reports, work papers, exhibits and any information, reports or data which may be given to or assembled by Consultant pursuant to the terms of this Contract strictly confidential and Consultant shall not make such information available to or disclose such information to any individual or organization without the prior written approval of KCAB.

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 thereto, and any information, reports or data which may be given to or assembled by Consultant pursuant to the terms of this Contract, shall be kept strictly confidential, and shall not be made available or disclosed to any individual or organization by Consultant without the prior written approval of KCAB.

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, or any trademark or service mark utilized by KCAB; nor 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 shall 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 shall provide a response granting or withholding consent to the Consultant within thirty (30) days of receiving the proposed media material from the Consultant.

GOVERNMENT PROVISIONS

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

MISCELLANEOUS

A. Notices. All notices, requests, demands or other communications hereunder shall be in writing unless otherwise noted and shall be deemed to have been duly given if delivered in person, or deposited in the United States mail, postage prepaid, certified, with return receipt requested to KCAB at Cincinnati/Northern Kentucky International Airport, P. O. Box 752000, Cincinnati, Ohio 45275-2000 or to Consultant at address provided above. Either party hereto may change the address at which it receives written notice by so notifying the other party hereto in writing.

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

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

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

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

F. Incorporation of Required Provisions. Consultant agrees to incorporate into the Contract, any and all provisions, assurances, statutes, rules and regulations which may now or during the term of this Contract be required by the FAA or other governmental agency as a prerequisite to or a condition of 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, or that may be a prerequisite to or a condition of KCAB and/or Consultant receiving any federal or state grant or loan or other governmental assistance. In the event that the Federal Aviation Administration or its successors requires modifications or changes in this Contract as a condition precedent to the granting of the funds for the improvement of CVG, or otherwise, Consultant agrees to consent to such amendments, modifications, revisions, supplements or deletions of any of the terms, conditions or requirements of this Contract as may be reasonably required.

G. Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating a relationship of principal and agent, partners, joint venturers, or any other similar such relationship between the parties hereto. The parties shall understand and agree to the method of computation of compensation contained herein or any acts of the parties hereto creates a relationship other than the relationship as Consultant as a contractor of KCAB.

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

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

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

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

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

M. Contract Construction. The parties acknowledge that this Contract was reached through informed negotiation and that each party was represented by, or had access to, legal counsel. The parties therefore agree that neither KCAB nor Consultant shall be entitled to any preference in the construction of this Contract as both are deemed to be authors of this Contract.

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

ENTIRE AGREEMENT

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

KENTON COUNTY AIRPORT BOARD CONSULTANT

By: By:

Its: Chief Executive Officer Its:

Attest:

Secretary/ Treasurer

Exhibit A

(Portions of Consultant’s proposal response will be inserted)

EXHIBIT B

GOVERNMENT PROVISIONS (AIP) ADDENDUM

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

A. Access to Records and Reports. The Consultant must maintain an acceptable cost accounting system. The

Consultant agrees to provide the Owner, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers and records of the Consultant which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Consultant agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.

All work products prepared by Contractor and/or its subcontractors pursuant to this Contract, including, but not limited to, reports, work papers, exhibits, disposal and/or dumping shall be and remain the property of the Owner.

A set of each such document shall be provided to the Owner for its files. Contractor may retain copies of such documents as part of its record of professional activity.

Any work products prepared by Contractor and/or its subcontractors pursuant to this Agreement, including but not limited to reports, work papers, exhibits and any information, reports or data which may be given to or assembled by Contractor pursuant to the terms of this Contract shall be kept strictly confidential and shall not be made available or disclosed to any individual or organization by Contractor other than as provided herein without the prior written approval of the Owner.

B. Breach of Contract Terms. Any violation or breach of terms of this Contract on the part of the Consultant or their subcontractors may result in the suspension or termination of this Contract or such other action that may be necessary to enforce the rights of the parties of this Contract. The duties and obligations imposed by the Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law.

KCAB will provide Consultant written notice that describes the nature of the breach and corrective actions the Consultant must undertake in order to avoid termination of the contract. KCAB reserves the right to withhold payments to Consultant until such time the Consultant corrects the breach or KCAB elects to terminate the contract.

KCAB’s notice will identify a specific date by which the Consultant must correct the breach. KCAB may proceed with termination of the contract if the Consultant fails to correct the breach by the deadline indicated in the KCAB’s notice.

The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law.

C. General Civil Rights Provision. In all its activities within the scope of its airport program, the Consultant 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 is in addition to that required by Title VI of the Civil Rights Act of 1964.

This provision binds the Consultant and subcontractors from the bid solicitation period through the completion of the contract.

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

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

1. Compliance with regulations. Consultant 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. Consultant, 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. Consultant 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 Consultant 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 Consultant 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. Consultant 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 Consultant is in the exclusive possession of another who fails or refuses to furnish this information, Consultant 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 Consultant'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 Consultant under the Contract until Consultant complies, and/or

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

6. Incorporation of provisions. Consultant 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. Consultant 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 Consultant becomes involved in or is threatened with, litigation with a subcontractor or a supplier as a result of such direction, Consultant may request KCAB to enter into such litigation to protect the interest of KCAB and, in addition, Consultant 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 Consultant, for itself, its assignees, and successors in interest (hereinafter referred to as the “Consultant”) 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).

E. Clean Air and Water Pollution Control. Consultant agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 U.S.C. § 740-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). The Consultant agrees to report any violation to KCAB immediately upon discovery. KCAB assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. Consultant must include this requirement in all subcontracts that exceed $150,000.

F. Certification regarding debarment, suspension, ineligibility, and voluntary exclusion. Consultant certifies, by submission of this proposal or acceptance of this Contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Consultant further agrees that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where Consultant or any lower tier participant is unable to certify to this statement, it shall attach an explanation to its solicitation/proposal.

G. Disadvantaged Business Enterprise Policy.

1. Policy. It is the policy of the United States DOT that Disadvantaged Business Enterprises (DBE) as defined in 49 CFR Part 26 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds. Consequently, the DBE requirements of 49 CFR Part 26 apply to this Contract.

2. DBE Obligation. Consultant and its subconsultants, successors and assigns agree to ensure that DBEs, as defined in 49 CFR Part 26, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds. In this regard, Consultant and its subconsultants, successors and assigns shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that DBEs have the maximum opportunity to compete for and perform contracts. Consultant, its subconsultants, successors and assigns, shall not discriminate on the basis of race, color, national origin, gender, physical disability or veteran's status in the award and performance of DOT assisted contracts. Consultant shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts.

Failure by Consultant to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as KCAB deems appropriate.

Per 49 CFR Part 26, the Owner has adopted a DBE Program, incorporated by reference, including overall goals applicable to this Contract. Contractor must comply with the requirements of 49 CFR Part 26, regulations of the U.S. Department of Transportation, and the Owner’s most current DBE Program, including any updates or revisions during the term of the Contract. The DBE Program Goals and Policies can be found in their entirety here:

https://www.cvgairport.com/business/business-opportunities/business-diversity/. These regulations impose goals for DBE participation in applicable projects at the Airport. The Owner encourages Contractor to voluntarily include significant involvement with socially and economically disadvantaged business enterprises in operations under its agreements with the Owner. Contractor’s failure to carry out these requirements is a material breach which may result in the termination.

3. Prompt Payment. Consultant agrees to pay each subconsultant under this Contract or any supplement hereto for satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the

Consultant receives from KCAB. Consultant agrees further to return retainage payments to each subconsultant within thirty (30) business days after the subconsultant's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of KCAB. This clause applies to both DBE and non-DBE subconsultants. A violation of the prompt payment provisions contained within a Consultant contract will be grounds for KCAB to terminate such Consultant’s contract. In addition, KCAB may impose such other penalties as are in accord with the provisions of 49 CFR 26.29(b)(1)(2) and (3).

H. Distracted Driving. In accordance with Executive Order 13513, “Federal Leadership on Reducing Text Messaging While Driving”, (10/1/2009) and DOT Order 3902.10, “Text Messaging While Driving”, (12/30/2009), the Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or subgrant.