KCAB_Agent_Contract.pdf

Rev. 03.18.2025

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

1. SCOPE OF SERVICES

Agent must furnish work and services as specifically assigned by KCAB including the furnishing of labor, material, equipment, personnel, supervision, tools, and all other items and facilities necessary to provide comprehensive consultation services for its property and casualty insurance and risk management programs at CVG. The work and services are described further in the Request for Proposal (#25-017-RFP) and the Agent’s response to same which are incorporated in their entirety by reference, and portions of both are attached as Exhibit A. Agent 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 July 1, 2025. Agent’s responsibility for handling and managing insurance coverage shall commence on October 1, 2025 (the “Commencement Date”), and continues until April 1, 2029, unless terminated earlier pursuant to this Contract. KCAB in its sole discretion may renew the agreement for three one-year periods, and month-to-month thereafter by providing Agent with written notice of such renewal(s).

3. PAYMENT AND REIMBURSEMENT

A. KCAB agrees to pay Agent for the work and services performed by Agent on a [time and materials / lump sum] basis an amount not to exceed $_______ for the period from the Commencement Date through March 31, 2026 (“Initial Amount”) and, thereafter, an annual amount not to exceed $________ (“Annual Amount”), based on the fee schedule in Exhibit A. The Agent must not receive any other compensation for the services provided under this Contract.

B. Agent shall send an invoice to KCAB on the Commencement Date for Agent’s services through March 31, 2026. The invoice must contain a detailed description of the work and services Agent will perform.

C. After March 31, 2026, KCAB shall pay the annual amount to the Agent for the services rendered under this Contract in two (2) equal installments. Agent shall send an invoice to KCAB on 1st of April and 1st of October of each Contract year during the term and any renewal. In the event of any month-to-month renewal, KCAB shall pay one twelfth of the annual amount on a monthly basis. All Agent invoices must contain a detailed description of the work and services Agent will perform.

D. Subject to the provisions set forth in this Contract, KCAB must pay Agent the amount in Agent’s invoice on or before 30 days from the receipt of the invoice by KCAB. If KCAB disputes the Agent’s invoice, KCAB must pay the amount that is not in dispute (if any) to Agent and give Agent written notice as to the reason for the dispute.

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

4. LAWS AND ORDINANCES

This Contract is governed by and interpreted according to the laws of the Commonwealth of Kentucky. Agent must comply with all present and future laws, regulations, advisory circulars, and Rules and Regulations of KCAB. KCAB and Agent agree that any legal or equitable action for claims, debts or obligations arising out of or related to this Contract must be brought solely in the Circuit Court of Boone County, Kentucky or United States District Court for the Eastern

District of Kentucky, Covington Division, and that either Court has personal jurisdiction over the parties and venue of the action is appropriate and proper in each Court.

5. ASSIGNMENT

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

6. TERMINATION

A. KCAB may immediately terminate this Contract upon written notice at any time, without forfeiture, waiver or release of any rights of KCAB, (i) upon default or breach by the Agent; ii) for Agent’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 Agent is unsatisfactory in any way. Upon notice of the termination, Agent 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 Agent of the termination. Agent must cease or cause to be ceased all services or work under this Contract on the date of termination.

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

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

7. LIABILITY AND INDEMNITY

A. Professional Liability: To the fullest extent permitted by law, Agent 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 Agent, its directors, officers, agents or employees in the performance and furnishing of its professional services under this Contract. KCAB must give Agent reasonable notice of any such claim or action. Agent in carrying out its obligations under this paragraph must use counsel reasonably acceptable to KCAB.

B. Hold Harmless: Agent 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 Agent, Agent’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. Any final judgment rendered against KCAB for any cause for which Agent is liable in this Contract is conclusive against Agent as to liability and amount, where the time for appeal has expired.

C. Notice and Handling.

1. If any bodily injury, death, personal injury, or property damage occurs in connection with the conduct of

Agent’s operations under this Contract, Agent must send KCAB a written summary report of the occurrence within 72 hours or as soon as reasonably possible after the time at which Agent receives notices of the occurrence.

2. 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 affects or might affect either party. Each party has the right to participate in the defense of the same to the extent of its own interest.

3. Upon receipt of notice from KCAB or its agents or representatives of a claim for damages for which Agent is required to hold KCAB harmless, Agent is responsible for settling, compromising, or defending against (“handle”) the claim. Agent must acknowledge receipt of the claim in writing notifying KCAB and the agent or representative giving the written notice of Agent's intent to handle the claim within 10 days of delivery of the notice.

D. The provisions of Section 7 Liability and Indemnity survive the expiration or termination of this Contract.

8. INSURANCE

A. In addition to Agent’s undertaking, as stated above, and as a means of further protecting KCAB, its directors, officers, agents, servants, representatives, and employees, Agent must, at all times during the term of this Contract at its sole cost, carry the following insurance coverage. By requiring insurance herein, KCAB does not represent that coverages and limits will be adequate to protect Agent, and such coverage limits are not a limitation of Agent’s liability under the indemnities granted to KCAB under this Contract.

1. Professional Liability Insurance: Agent must procure and maintain professional liability insurance (errors and omissions) in an amount of not less than $10,000,000 protecting Agent 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. Agent must maintain this coverage for five (5) years after all services and work required under this Contract is completed by Agent, or after the Agent has left the job site, whichever occurs last.

2. Network Security/Privacy Liability Insurance: Agent must procure and maintain a Network Security/Privacy Liability Policy of Insurance, including network security/data protection liability insurance covering liabilities for financial loss resulting or arising from security wrongful acts, privacy breaches, and security breaches (including claims arising from violations of PCI-DSS standards) in connection with Agent’s operations with a minimum limit of $10,000,000 each and every claim. The policy must be endorsed to be primary and non-contributory, including a waiver of subrogation in favor of the Board, and separately triggered from claims arising from either (1) a cyber/security incident or breach, or (2) errors or omissions in Agent’s operations. Agent’s policy may not have a cyber-terrorism exclusion.

3. Commercial General Liability and Umbrella Liability Insurance:

a. Agent must procure and maintain commercial general liability (“CGL”) 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.

b. CGL insurance must be written on Insurance Services Office Inc. (“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.

4. Automobile and Umbrella Liability Insurance: Agent must procure and maintain automobile liability insurance with a limit of not less than $10,000,000 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). If necessary, the policy must be endorsed to provide contractual liability coverage equivalent to that provided in CA 00 01.

5. Workers’ Compensation and Employer’s Liability Coverage: Agent must procure and maintain a Kentucky workers’ compensation insurance policy. Agent must, at its expense, procure and maintain an employer’s liability insurance policy with limits not less than $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee for bodily injury by disease.

6. Excess/Umbrella Liability Insurance: Agent may purchase follow-form excess/umbrella liability insurance to satisfy the minimum limits required under this Contract.

7. Unemployment Insurance: Agent must procure and maintain statutory unemployment insurance protection for all its employees.

B. Additional Insured: Agent must include the Kenton County Airport Board as an additional 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. Agent must also include the Kenton County Airport Board as an additional 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 Agent in Agent’s operations at CVG.

C. Waiver of Subrogation: To the extent permitted by law, Agent agrees to procure from its insurer(s) waivers of subrogation against KCAB, its insurers, directors, officers, and employees in the scope of employment for all costs or expenses, losses, damages, claims, suits, or demands, howsoever caused. This waiver must apply to all deductibles, retentions, or self-insured layers applicable to the required, or any other insurance, maintained by Agent.

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

E. Subcontractors: Agent 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 in the same manner as required by Agent hereunder. When requested by KCAB, Agent must furnish copies of certificates of insurance coverage for each subcontractor.

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

G. Proof of Insurance: Prior to execution of the Contract, Agent 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 at least thirty (30) calendar days prior to a policy’s expiration date, except for any policy expiring after the expiration date of this Contract. Unless otherwise directed by KCAB, Agent shall deliver certificates by email, using the following address as certificate holder:

certs@cvgairport.com Kenton County Airport Board Attn: Business Administration P.O. Box 752000 Cincinnati, OH 45275-2000

H. Failure to Maintain Insurance: If at any time Agent fails to have in effect the insurance required under the provisions of this Contract, upon written notice to the Agent 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 Agent. If at any time the Agent 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 Agent of its intention to do so, secure the required certificate or certificates at the cost of the Agent. Agent 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.

I. Primary Insurance: Agent’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. Agent’s insurance policies must contain a severability of interest clause.

mailto:certs@cvgairport.com

J. Insurer Rating: All policies required must be issued by insurers with an A.M. Best rating, or its equivalent, of not less than ‘A- VII’ with deductibles or retentions reasonably satisfactory to KCAB.

K. Review of Insurance: 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 a waiver of Agent's or its subcontractors’ obligation to maintain such insurance.

L. Prohibiting Access: KCAB has the right, but not the obligation, of prohibiting Agent and its subcontractors 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 Agent books and records related to this Contract. The Agent must make its books and records available at reasonable times for audit by KCAB or its authorized agent or representative, and the Agent 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. Agent 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 Agent under this Contract, KCAB and Agent 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 Agent must be presented in writing to KCAB before work commences under any changed condition. In any case, where Agent deems any extra compensation is due it for any work not covered in this Contract, Agent must notify KCAB in writing of its intention to make claim for extra work before Agent 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 Agent waive any claim for its extra compensation. Notice by Agent 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. Agent 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 Agent 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 AGENT

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

Agent must take appropriate steps to ensure that Agent is not placed in a position where, in the opinion of KCAB, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of Agent and the duties owed to KCAB under this Contract. Agent must disclose to KCAB the details of any such conflict of interest which may arise under this Contract. Agent may use an Affiliate to place KCAB’s insurance policy/policies; however, the Agent’s Affiliate shall not receive any commission in connection with the placing of such insurance except that wholesale brokers that are an Affiliate of Agent may receive commissions for the placement when it is in the best interest of KCAB, or the only way to access the market. In any such event and in each instance, the Agent must fully disclose such commission to KCAB in advance of placing insurance on behalf of KCAB. For purposes herein, an Affiliate shall mean any entity that (i) owns directly or indirectly ten percent (10%) or more of Agent; (ii) of which Agent directly or indirectly owns ten percent (10%) or more or (iii) any entity that is directly or indirectly controlled by the foregoing, the Agent, or any entity under common ownership with Agent.

Agent may receive investment income on fiduciary funds temporarily held by it, such as premiums or return premiums.

Agent may retain such investment income provided that such funds shall not be held in excess of thirty (30) days.

Agent agrees that Agent shall not accept any compensation from any insurance carriers or those carriers’ reinsurers based on the total overall volume of premium and/or underwriting profitability collectively placed by the Agent or Agent’s Affiliate(s). Agent shall notify KCAB in the event Agent or any of its Affiliates are under an agreement whereby compensation is paid to Agent as a result of the overall volume of premium and/or underwriting profitability collectively placed by the Agent or Agent’s Affiliate(s) prior to placing an insurance policy related to such agreement. Such notification must include the extent to which such agreement has impacted KCAB’s associated premium. Prior to or concurrent with any Agent recommendation to place KCAB’s insurance into any product or policy that is partially or wholly owned by Agent or an Affiliate, Agent must disclose the extent of Agent’s and Affiliate’s ownership or control interest in such product or policy for KCAB’s written consent. This paragraph shall only apply with respect to policies placed under this Contract.

13. OWNERSHIP OF DOCUMENTS & WORK PRODUCT

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

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

B. Agent may be required to accept from KCAB “personal information,” as defined by KRS 61.931, collect and maintain such information on KCAB’s behalf, or both, in order to satisfy Agent’s obligations under this Contract.

In such event, Agent agrees that Agent is a “nonaffiliated third party” within the meaning of KRS 61.931.

Accordingly, pursuant to the requirements of KRS 61.931 et seq., Agent shall implement, maintain, and update security and breach investigation procedures and practices that:

1) are appropriate to the nature of the information disclosed;

2) are reasonably designed to protect personal information from unauthorized access, use, modification, disclosure, manipulation, or destruction;

3) are at least as stringent as the Kentucky Department for Local Government’s policies governing

“reasonable security and breach investigation procedures and practices” applicable to agencies;

(which policies may be found at https://dlg.ky.gov/DLG%20Documents/Information%20Security%20Policies%20&%20Procedures.p df); and

4) are compliant with all other provisions of KRS 61.931 – 61.934 applicable to unaffiliated third parties.

In the event Agent determines that personal information in Agent’s possession, whether received from KCAB or collected and maintained on KCAB’s behalf, has been subject to a “security breach,” as defined by KRS 61.931, Agent shall notify KCAB in the manner required by KRS 61.932(2)(b). Moreover, in such event, Agent is responsible for all costs Agent incurs as a result of the security breach and shall reimburse KCAB for all costs incurred by KCAB, whether directly or indirectly, as a result of the security breach, specifically including, but not limited to, any and all of KCAB’s costs of complying with the notification and investigation requirements of KRS 61.933.

In addition to the foregoing, Agent is subject to and shall comply with all other provisions of KRS 61.931 – 61.934, the provisions of which are expressly incorporated into this Contract by reference as if fully set forth herein. Nothing in this Contract may be construed so as to require KCAB to take responsibility for Agent’s compliance with KRS 61.931 et seq. or any liabilities resulting from Agent’s failure to so adhere.

15. USE OF LOGO/MARKS

https://dlg.ky.gov/DLG%20Documents/Information%20Security%20Policies%20&%20Procedures.pdf https://dlg.ky.gov/DLG%20Documents/Information%20Security%20Policies%20&%20Procedures.pdf

Agent 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. Agent 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 Agent within thirty

(30) days of receiving the proposed media material from the Agent. 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 Agent 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 Agent 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 Agent 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 Agent's failure to appoint an agent when required, Agent 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. Agent 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 Agent receiving any federal or state grant or loan or other governmental assistance. Agent 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, Agent agrees to modify this Contract as may be reasonably required. Agent 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 Agent. 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 Agent 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 Agent 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 [AGENT]

By: By:

Its: Chief Executive Officer Its:

Attest:

Secretary/Treasurer

EXHIBIT A

[TO BE INSERTED]

EXHIBIT B

GOVERNMENT PROVISIONS ADDENDUM

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

A. Equal Employment Opportunity. During the performance of this Contract, the Contractor shall comply with all

Federal, state, and local laws respecting discrimination in employment and non-segregation of facilities, including, but not limited to, requirements set out at 41 CFR 60-1.4, 60-250.4, 60-300.5(a), 60-741.4, and 60.741.5(a), which equal opportunity clauses are hereby incorporated by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. Notification is hereby given that compliance with these clauses may require you to file annually certain reports (e.g. the EEO-1 Report, and the VETS-100 Report) with the Federal government and may require you to develop written Affirmative Action Programs for Women and Minorities, Covered Veterans and/or Persons with Disabilities.

B. General Civil Rights Provision. In all its activities within the scope of its airport program, the Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.

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

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

1. Compliance with regulations. Contractor shall comply with the Title VI List of Pertinent Nondiscrimination

Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Contract.

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

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

4. Information and reports. Contractor shall provide all information and reports required by the Acts, the

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

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

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

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

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

Title VI List of Pertinent Nondiscrimination Authorities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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