Exhibit_B_-_Contract.pdf

CONTRACT BETWEEN

KENTON COUNTY AIRPORT BOARD

AND

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

1. SCOPE OF SERVICES

Contractor must furnish work and services as specifically assigned by KCAB including the furnishing of labor, material, equipment, personnel, supervision, tools, and all other items and facilities necessary to provide conveyance equipment at CVG. The work and services are described further in the Request for Proposals (#26-047-ITB - Equip AIP) and the Contractor's response to same which are incorporated in their entirety by reference, and portions of both are attached as Exhibit A. Contractor must provide the work and services consistent with this Contract and the provisions set forth on Exhibit A. When there is a conflict in the terms of the Contract and Exhibit A, the terms of this Contract prevail.

2. TERM

This Contract is effective as of ___________________, and continues until __________________, unless terminated earlier pursuant to this Contract.

3. PAYMENT AND REIMBURSEMENT

A. KCAB agrees to pay Contractor for the work and services performed by Contractor for the work and services performed by Contractor under this Contract an amount not to exceed $________, based on the rates in Exhibit A. This amount is payable by KCAB upon satisfactory completion of the work and services by Contractor.

B. Contractor must submit an invoice to KCAB no more than once per month for payment for the services completed the previous month. The invoice must contain a detailed description of the work and services performed by Contractor including the conveyance equipment delivered and the corresponding quantities and rates. The invoice must also contain a breakdown of any reimbursable expenses claimed by Contractor along with supporting documentation and receipts.

C. Subject to the provisions set forth in this Contract, KCAB must pay Contractor the amount in Contractor’s invoice on or before 30 days from the receipt of the invoice by KCAB. If KCAB does not approve the Contractor’s invoice, KCAB must pay an amount it deems owing to Contractor and give Contractor written notice of why the approval is not given.

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

4. TRUTH IN NEGOTIATIONS

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

5. LAWS AND ORDINANCES

This Contract is governed by and interpreted according to the laws of the Commonwealth of Kentucky. Contractor must comply with all present and future laws, regulations, advisory circulars, and Rules and Regulations of KCAB. KCAB and Contractor agree that any legal or equitable action for claims, debts or obligations arising out of or related to this Contract must be brought solely in the Circuit Court of Boone County, Kentucky or United States District Court for the Eastern District of Kentucky, Covington Division, and that either Court has personal jurisdiction over the parties and venue of the action is appropriate and proper in each Court.

6. ASSIGNMENT

Contractor may not sublet, subcontract, assign or transfer any work under this Contract without the express written consent of KCAB. Any subletting, subcontracting, assignment or transfer of any work under this Contract is expressly made subject to all terms, conditions, or provisions of this Contract.

In the event a subcontractor is approved, Contractor is responsible for payment directly to the subcontractor(s) for the work performed by the approved subcontractor(s) unless otherwise specifically approved in writing by KCAB.

7. TERMINATION

A. KCAB may immediately terminate this Contract upon written notice at any time, without forfeiture, waiver or release of any rights of KCAB, (i) upon default or breach by the Contractor;

ii) for Contractor’s non-observance or non-compliance with any of the terms and conditions of this Contract; or, iii) if KCAB determines, in KCAB's reasonable discretion, the services rendered or work performed by Contractor is unsatisfactory in any way. Upon notice of the termination, Contractor must immediately cease or cause to be ceased all services or work under this Contract.

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

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

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

8. LIABILITY, INDEMNITY AND INSURANCE

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

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

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

1. Commercial General Liability and Umbrella Liability Insurance:

a. Contractor, at its expense, must procure and maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $2,000,000 each occurrence. If the CGL insurance contains a general aggregate limit, it must apply separately to operations under this Contract.

b. If Contractor performs work or services under this Contract on the aircraft ramps, taxiways, or runways of CVG, Contractor, at its expense, must procure and maintain CGL and, if necessary, commercial umbrella insurance with a limit of not less than $10,000,000 each occurrence. If the CGL insurance contains a general aggregate limit, it must apply separately to operations under this Contract.

c. If Contractor operates motor vehicles or mobile equipment unescorted on the aircraft ramps, taxiways, or runways of CVG, Contractor, at its expense, must procure and maintain CGL and, if necessary, commercial umbrella insurance with a limit of not less than $10,000,000 each occurrence. If the CGL insurance contains a general aggregate limit, it must apply separately to operations under this Contract.

d. CGL insurance must be written on Insurance Services Office (“ISO”) occurrence form CG 00 01 (or a substitute form providing equivalent coverage) and include coverage arising from, but not limited to: premises, operations, contractors, subcontractors, consultants, products, completed operations, property damage, personal injury, death, advertising injury, and liability assumed under an insured contract.

2. Automobile and Umbrella Liability Insurance:

a. If Contractor uses motor vehicles at CVG, Contractor must, at its expense, procure and maintain automobile liability insurance and, if necessary, commercial umbrella insurance with a limit of not less than $2,000,000 each accident. This insurance must cover liability arising out of any auto (including owned, hired and non-owned autos) while at CVG. Automobile liability insurance must be written on ISO form CA 00 01, CA 00 12, CA 00 20 (or a substitute form providing equivalent coverage).

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

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

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

Contractor must, at its expense, procure and maintain an employer’s liability insurance policy if required under the laws of the Commonwealth of Kentucky and if required the commercial umbrella and/or employer’s liability limits must not be less than $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee for bodily injury by disease.

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

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

D. Additional Insured: Contractor must include the Kenton County Airport Board as an insured under the CGL, using ISO additional insured endorsement CG 20 10 or substitute form providing equivalent coverage, and under the commercial umbrella, if any. This insurance applies as primary insurance with respect to any other insurance or self-insurance programs afforded to the Kenton County Airport Board. There may be no endorsements or modifications of the CGL to make it excess over other available insurance; alternatively, if the CGL states that it is excess or pro-rata, that policy must be endorsed to be primary with respect to the Kenton County Airport Board as additional insured. Contractor must also include the Kenton County Airport Board as an insured under the commercial auto policy, using ISO designated insured endorsement CA 20 48. KCAB is not liable for any premiums charged for this coverage, and the inclusion of KCAB as additional insured is not intended to and does not make KCAB a partner or joint venture with Contractor in Contractor’s operations at CVG.

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

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

G. Right to Amend Insurance: KCAB has the right to change the insurance coverage and the insurance limits required of the Contractor when it is determined to be necessary by KCAB;

provided that KCAB must provide Contractor with thirty (30) days advance notice. KCAB is not responsible for any increased costs associated with a change.

H. Proof of Insurance: Prior to execution of the Contract, Contractor must furnish KCAB with certificates evidencing existence of valid policies of insurance with the coverages specified, including evidence of Kentucky worker’s compensation insurance, and naming KCAB additional insured. These certificates must state that the coverages may not be amended so as to decrease the protection below the limits specified or be subject to cancellation without at least thirty (30) calendar days’ advance written notice to KCAB. A renewal policy or renewal certificate must be delivered to KCAB's Risk Manager at least thirty (30) calendar days prior to a policy’s expiration date, except for any policy expiring on or after the expiration date of this Contract.

I. Failure to Maintain Insurance: If at any time Contractor fails to have in effect the insurance required under the provisions of this Contract, upon written notice to the Contractor of its intention to do so, KCAB has the right (but not the obligation) to secure the insurance required at the cost and expense of the Contractor. If at any time the Contractor fails to furnish KCAB with the certificate or certificates required in this Contract, KCAB may, at any time, after fifteen

(15) calendar days’ written notice to Contractor of its intention to do so, secure the required certificate or certificates at the cost of the Contractor. Contractor agrees to reimburse KCAB for the costs to secure the insurance or certificates. This is without prejudice to any other right KCAB may have in law or equity, including the right to terminate this Contract.

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

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

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

9. AUDITS

KCAB has the right, at reasonable times, to examine, copy, and audit all Contractor books and records related to this Contract. The Contractor must make its books and records available at reasonable times for audit by KCAB or its authorized agent or representative, and the Contractor must cooperate with any KCAB audit of these records. If requested by KCAB, inspection, copying, or audit of the necessary books or records will take place at a location determined by KCAB. Contractor agrees to retain all books and records of business conducted under this Contract for three (3) years after the end of the contract year to which the books and records pertain.

10. CLAIMS FOR CHANGED CONDITIONS

During the term of this Contract, the facts, conditions and/or data relating to the work and services provided in this Contract may dictate a change which may alter the scope of the services in this Contract. In the event there are changes that would decrease the need for services required of the Contractor under this Contract, KCAB and Contractor must adjust the terms of this Contract as mutually agreed by the parties. Claims for additional compensation which may arise from changes or any revision to the services proposed by Contractor must be presented in writing to KCAB before work commences under any changed condition. In any case, where Contractor deems any extra compensation is due it for any work not covered in this Contract, Contractor must notify KCAB in writing of its intention to make claim for extra work before Contractor begins the work on which the claim is based. If notification is not given and KCAB is not afforded a strict accounting of actual cost, then Contractor waive any claim for its extra compensation. Notice by Contractor to KCAB and the fact that KCAB has kept account of the costs may not be construed as proving the validity of any claim for additional compensation. Contractor is not required to undertake work under changed conditions without prior written Contract or authorization by KCAB for extra compensation attributable to the changed conditions.

11. INTEREST OF KCAB

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

(ii) have any interest, directly or indirectly, in this Contract or its proceeds.

12. INTEREST OF CONTRACTOR

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

13. OWNERSHIP OF DOCUMENTS & WORK PRODUCT

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

14. CONFIDENTIAL INFORMATION

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

15. USE OF LOGO/MARKS

Contractor may not use the name, logo, or design, of the Cincinnati/Northern Kentucky International Airport, the Kenton County Airport Board, CVG, the CVG Airport Authority, or any trademark or service mark utilized by KCAB; or use any photograph or video of the Cincinnati/Northern Kentucky International Airport, its property, or its facilities without the express written consent of KCAB. Contractor must submit any proposed use of the above media material to KCAB for approval prior to the publication or public use of the material. KCAB, in its sole discretion, may grant or withhold consent to use the above media material and must provide a response granting or withholding consent to the Contractor within thirty (30) days of receiving the proposed media material from the Contractor. The provisions of this paragraph survive the expiration or earlier termination of this Contract.

16. GOVERNMENT PROVISIONS

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

17. MISCELLANEOUS

A. Notices. All notices, requests, demands, or other communications in this Contract must be in writing unless otherwise noted and is deemed given if delivered in person, or deposited in the United States mail, postage prepaid, certified, with return receipt requested to KCAB at Cincinnati/Northern Kentucky International Airport, Attn.: Chief Executive Officer, P. O. Box 752000, Cincinnati, Ohio, 45275-2000 or to Contractor at the address first set forth above. Either party may change the address at which it receives written notice by notifying the other party in writing.

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

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

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

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

F. Incorporation of Required Provisions. Contractor agrees to incorporate into the Contract, all provisions, assurances, statutes, rules and regulations which may now or during the term of this Contract be required by the Federal Aviation Administration (“FAA”) or other governmental agency as a prerequisite to or a condition of KCAB and/or Contractor receiving any federal or state grant or loan or other governmental assistance. Contractor further agrees to execute all certifications and/or documents required by the FAA, or other governmental agency, to assure compliance with the foregoing. If the FAA or its successors requires modifications or changes in this Contract as a condition precedent to the granting of the funds for the improvement of CVG, or otherwise, Contractor agrees to modify this Contract as may be reasonably required.

Contractor further agrees to incorporate into the Contract the government provisions in Exhibit B, attached and incorporated by reference, which are currently required by the

FAA.

G. Relationship of Parties. The parties intend to create the relationship of independent 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 Agreement, or to exercise any right in any one or more instances, will not be interpreted as a waiver of the same or any other term, condition, right, or option.

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

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

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

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

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

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

18. ENTIRE AGREEMENT

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

KENTON COUNTY AIRPORT BOARD CONTRACTOR

**signature_205101**

BY:

Chief Executive Officer

TITLE

**signature_205103**

BY:

**signature_205102**

ATTESTED BY:

Secretary-Treasurer

Attachments:

A - Exhibit B - Government Provisions (AIP) (Contractor Equipment Purchase)

Rev. 2026.03.17

EXHIBIT B

GOVERNMENT PROVISIONS (AIP) ADDENDUM

This Government Provisions Addendum is incorporated into the Contract between the Kenton County Airport Board and Contractor.

A. Access to Records and Reports. The Contractor must maintain an acceptable cost accounting system. The Contractor 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 Contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor 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.

B. Breach of Contract Terms. Any violation or breach of terms of this Contract on the part of the Contractor 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.

KCAB will provide Contractor written notice that describes the nature of the breach and corrective actions the Contractor must undertake in order to avoid termination of the contract. KCAB reserves the right to withhold payments to Contractor until such time the Contractor corrects the breach or KCAB elects to terminate the contract. KCAB’s notice will identify a specific date by which the Contractor must correct the breach. KCAB may proceed with termination of the contract if the Contractor 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. Buy American Preference. The Contractor certifies that its bid/offer is in compliance with 49 U.S.C. § 50101, BABA and other related Made in America Laws, U.S. statutes, guidance, and FAA policies, which provide that Federal funds may not be obligated unless all iron, steel and manufactured goods used in AIP funded projects are produced in the United States, unless the Federal Aviation Administration has issued a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is included in the FAA Nationwide Buy American Waivers Issued list.

The bidder or offeror must complete and submit the certification of compliance with FAA’s Buy American Preference, BABA and Made in America laws included herein with their bid or offer. The Airport Sponsor/Owner will reject as nonresponsive any bid or offer that does not include a completed certification of compliance with FAA’s Buy American Preference and

BABA.

The bidder or offeror certifies that all constructions materials, defined to mean an article, material, or supply other than an item of primarily iron or steel; a manufactured product; cement and cementitious materials; aggregates such as stone, sand, or gravel; or aggregate binding agents or additives that are or consist primarily of: non-ferrous metals; plastic and polymer-based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables); glass (including optic glass); lumber; or drywall used in the project are manufactured in the U.S.

The bidder or offeror certifies procurement of certain rolling stock using FAA grant funds will prohibit airports from using Federal financial assistance to procure buses or rail car vehicle rolling stock from covered entities.

D. 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, creed, sex, 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.

The above provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.

E. 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 will 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, creed, sex, age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Contractor will not participate either directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the Contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21 including amendments thereto.

3. Solicitations for subcontracts, including procurements of materials and equipment. 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 will be notified by Contractor of the contractor’s obligations under this Contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

4. Information and reports. Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will 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 the information, Contractor will so certify to KCAB or the FAA, as appropriate, and will 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 will 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. cancelling, terminating, or suspending a contract, in whole or in part.

6. Incorporation of provisions. Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. Contractor will take 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 that if Contractor becomes involved in, or is threatened with, litigation by a subcontractor or a supplier as a result of such direction, Contractor may request KCAB to enter into any litigation to protect the interest of KCAB. In addition, Contractor may request the United States to enter into the 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) including amendments thereto;

• 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 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987, (P.L. 100-259), (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 U.S.C. § 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;

• 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).

F. Clean Air and Water Pollution Control. Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387). The Contractor 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.

Contractor must include this requirement in all subcontracts that exceed $150,000.

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

Contractor, by administering each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must confirm each lower tier participant of a “covered transaction” under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The Contractor will accomplish this by:

A. Checking the System for Award Management at website: http://www.sam.gov B. Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension (Bidder or Offeror), above.

C. Inserting a clause or condition in the covered transaction with the lower tier contract If the FAA later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant.

H. 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.

The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26, including any amendments thereto, in the award and administration of DOT-assisted contracts. Failure by the Contractor 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, which may include, but is not limited to:

A. Withholding monthly progress payments;

B. Assessing sanctions;

C. Liquidated damages; and/or

D. Disqualifying the Contractor from future bidding as non-responsible.

2. Prompt Payment. Contractor agrees to pay each subcontractor under this Contract for satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the Contractor receives from KCAB. Contractor agrees further to return retainage payments to each subcontractor within thirty (30) business days after the subcontractor'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 subcontractors. A violation of the prompt payment provisions contained within a Contractor contract will be grounds for KCAB to terminate such Contractor’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).

3. Termination of DBE Subcontracts (49 CFR § 26.53(f). Contractor must not terminate a DBE subcontractor listed in its proposal (or an approved substitute DBE firm) without prior written consent of KCAB. This includes, but is not limited to, instances in which the Contractor seeks to perform work originally designated for a DBE subcontractor with its own forces or those of an affiliate, a non-DBE firm, or with another DBE firm. Contractor shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless the Contractor obtains written consent KCAB. Unless KCAB’s consent is provided, Contractor is not entitled to any payment for work or material unless it is performed or supplied by the listed DBE. KCAB may provide such written consent only if KCAB agrees, for reasons stated in the concurrence document, that the Contractor has good cause to terminate the DBE firm. For purposes of this paragraph, good cause includes the circumstances listed in 49 CFR § 26.53. Before transmitting to KCAB its request to terminate and/or substitute http://www.sam.gov/ a DBE subcontractor, Contractor must give notice in writing to the DBE subcontractor, with a copy to KCAB, of its intent to request to terminate and/or substitute, and the reason for the request. Contractor must give the DBE five days to respond to Contractor's notice and advise KCAB and Contractor of the reasons, if any, why it objects to the proposed termination of its subcontract and why KCAB should not approve Contractor's action. If required in a particular case as a matter of public necessity (e.g., safety), KCAB may provide a response period shorter than five days. In addition to post-award terminations, the provisions of this section apply to pre-award deletions of or substitutions for DBE firms put forward by offerors in negotiated procurements.

I. 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.

In support of this initiative, KCAB encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the substance of this clause in all sub-tier contracts exceeding $15,000 that involve driving a motor vehicle in performance of work activities associated with the project.

J. Domestic Preferences for Procurements. The Bidder or Offeror certifies by signing and submitting this bid or proposal that, to the greatest extent practicable, the Bidder or Offeror has provided a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including, but not limited to, iron, aluminum, steel, cement, and other manufactured products) in compliance with 2 CFR § 200.322.

K. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. Contractor and subcontractors agree to comply with mandatory standards and policies relating to use and procurement of certain telecommunications and video surveillance services or equipment in compliance with the National Defense Authorization Act (P.L. 115-232, § 889(f)(1)).

L. Federal Fair Labor Standards Act (Federal Minimum Wage). This Contract incorporates by reference the provisions of 29 CFR part 201, et seq, 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.

M. Trade Restriction Certification. By submission of an offer or executing this contract, the Contractor certifies that with respect to this solicitation and any resultant contract, the Contractor:

1. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (USTR);

2. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the USTR;

and

3. has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR.

This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18 USC § 1001.

The Offeror/Contractor must provide immediate written notice to KCAB if the Offeror/Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances.

The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances.

Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR § 30.17, no contract shall be awarded to an Offeror or subcontractor:

1. who is owned or…