Proposed_Contractor_Contract.doc

SEQ CHAPTER \h \r 1CONTRACT 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 SEQ CHAPTER \h \r 1____________________________ (“Contractor ”), a [home state] [limited liability company / corporation / partnership / etc] authorized to do business in the Commonwealth of Kentucky, with business offices located at ___________________________.

1. SEQ CHAPTER \h \r 1SCOPE 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 ____________________ at CVG. The work and services are described further in the Request for Proposals (#_____) 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 _________________, 202_, and continues until _________________, 202_, unless terminated earlier pursuant to this Contract. KCAB in its sole discretion may renew the agreement for ______ one-year periods.

3. PAYMENT AND REIMBURSEMENT

A. SEQ CHAPTER \h \r 1KCAB agrees to pay Contractor for the work and services performed by Contractor on a [time and materials / lump sum] basis an amount not to exceed $________, based on the [rates / fee] in Exhibit A. This amount is payable by KCAB upon satisfactory completion of the work and services by Contractor .

B. Allowable reimbursable expenses include: 1) the actual amount expended in inter-city transportation as may be required in the performance of services, except for expenses for travel between Contractor ’s office in the Northern Kentucky/Greater Cincinnati area and CVG; and 2) the actual amount of out-of-town transportation and lodging away from Contractor ’s office where Contractor ’s personnel are based as may be required in the performance of services. For the avoidance of doubt meals are not an allowable reimbursable expense.

C. 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 [name and hourly rate of the person(s) performing the service including the amount of time spent on the services by each person / percentage complete]. The invoice must also contain a breakdown of any reimbursable expenses claimed by Contractor along with supporting documentation and receipts.

D. 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.

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

4. LAWS AND ORDINANCES

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

5. ASSIGNMENT

Contractor may not sublet, subcontract, assign or transfer any work under this Contract without the express written consent of KCAB. Any subletting, subcontracting, assignment or transfer of any work under this Contract is expressly made subject to all terms, conditions, or provisions of this Contract. In the event a subcontractor is approved, Contractor is responsible for payment directly to the subcontractor(s) for the work performed by the approved subcontractor(s) unless otherwise specifically approved in writing by KCAB.

6. TERMINATION

A. KCAB may immediately terminate this Contract upon written notice at any time, without forfeiture, waiver or release of any rights of KCAB, (i) upon default or breach by the Contractor ; ii) for Contractor ’s non-observance or non-compliance with any of the terms and conditions of this Contract; or, iii) if KCAB determines, in KCAB's reasonable discretion, the services rendered or work performed by Contractor is unsatisfactory in any way. Upon notice of the termination, Contractor must immediately cease or cause to be ceased all services or work under this Contract.

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

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

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

7. LIABILITY, INDEMNITY AND INSURANCE

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

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

C. Hold Harmless: 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.

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

2. 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, contractor s, products, completed operations, property damage, personal injury, death, advertising injury, and liability assumed under an insured contract.

3. Automobile and Umbrella Liability Insurance:

a. If 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.

4. 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.

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

6. 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.

E. 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.

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

G. 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.

H. 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.

I. 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.

J. 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 SEQ CHAPTER \h \r 1at 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.

K. 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.

L. Review of Insurance: All policies required must be satisfactory to KCAB including the quality of the insurer, deductible, or retentions. By requiring insurance, KCAB does not represent that coverage and limits will necessarily be adequate to protect 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.

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

8. AUDITS

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

9. CLAIMS FOR CHANGED CONDITIONS

During the term of this Contract, the facts, conditions and/or data relating to the work and services provided in this Contract may dictate a change which may alter the scope of the services in this Contract. In the event there are changes that would decrease the need for services required of the Contractor under this Contract, KCAB and Contractor must adjust the terms of this Contract as mutually agreed by the parties. Claims for additional compensation which may arise from changes or any revision to the services proposed by Contractor must be presented in writing to KCAB before work commences under any changed condition. In any case, where Contractor deems any extra compensation is due it for any work not covered in this Contract, Contractor must notify KCAB in writing of its intention to make claim for extra work before Contractor begins the work on which the claim is based. If notification is not given and KCAB is not afforded a strict accounting of actual cost, then Contractor 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.

10. INTEREST OF KCAB

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

11. INTEREST OF CONTRACTOR

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

12. 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.

13. 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.

14. 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.

15. GOVERNMENT PROVISIONS

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

16. MISCELLANEOUS

A. Notices. All notices, requests, demands, or other communications in this Contract must be in writing unless otherwise noted and is deemed given if 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 SEQ CHAPTER \h \r 1who 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 contractor . 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.

17. 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 ]

By:_ Its: Chief Executive Officer

By:____________________________

Attest:

Its:

Secretary/Treasurer

EXHIBIT A

[INSERT]

Rev. 2022.05.09

Rev. 02.14.2023