Request for Qualifications and Proposals

for Real Estate Appraisal Services

Qualifications Due April 24, 2017

TABLE OF CONTENTS

Page

COVER PAGE 1

TABLE OF CONTENTS 2

ADVERTISEMENT 3

SPECIFICATIONS

1.0 General Instructions, Information and Requirements 4

2.0 Proposal Format and Requirements 9

Appendix A: Real Estate Appraisal Agreement

REQUEST FOR STATEMENT OF QUALIFICATIONS & PROPOSALS FOR REAL ESTATE APPRAISAL SERVICES

The Lehigh-Northampton Airport Authority (“LNAA”) is requesting statements of qualifications and proposals to provide commercial/industrial real estate appraisal expertise in determining the value of property owned by the Authority or, alternatively if requested, a market study to determine market rent for land or improvements.

Information and instructions for proposers may be downloaded from the Lehigh- Northampton Airport Authority website at http://www.flylvia.com/public-info/bid-opportunities/. Any questions or issues with obtaining the file may be directed to Dawn Malone or 610-231-5233.

Respondents shall submit Statements of qualifications and proposals electronically to Dawn Malone, Administrative Assistant, Business Development, dmalone@lnaa.com, by 12:00 p.m. (EST) on April 24, 2017.

The Lehigh-Northampton Airport Authority, (in accordance with Title VI of the Civil Rights Act of 1974, 7B Stat. 252, 42 USC 2000D to 2000D-4 and Title 49, Code of the Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federal assisted program for the Department of Transportation issued pursuant to such Act) notifies all Proposers that it will affirmatively ensure that Disadvantaged Business Enterprises will be afforded full opportunity to submit proposals in response to this invitation and will not be discriminated against on the grounds of race, color, sex or national origin in consideration for an award.

The Lehigh-Northampton Airport Authority reserves the right to accept, reject and or make requests for new statements of qualifications and experience at its sole discretion.

Amendments to this Request for Qualification will be posted on the Lehigh Northampton Airport Authority w e b s i t e : http://www.flylvia.com/public-info/bid-opportunities as they are issued. It is the sole responsibility of respondents to routinely check this website for any Amendments that

may have been issued prior to the deadline for submission of Qualifications

LNAA shall not be responsible for the completeness of any Request for Qualification package not downloaded from this website Express Times: March 23, 2017

REQUEST FOR QUALIFICATIONS AND PROPOSALS FOR

REAL ESTATE APPRAISAL SERVICES

PART I GENERAL INSTRUCTIONS, INFORMATION AND REQUIREMENTS

1.1 General Instructions and Due Date: The Lehigh-Northampton Airport Authority (“Authority”) is a municipal authority created under the Pennsylvania Municipality Authorities Act of 1945, as amended. The Authority owns and operations the Lehigh Valley International Airport, Queen City Airport and Braden Airpark. The Authority is requesting Statements of Qualifications and Proposals (“RFQP”) from qualified persons (“Appraisers”) to provide commercial/industrial real estate appraisal expertise in determining the value of approximately 835 acres of surplus property owned by the Authority or, alternatively if requested, a market study to determine market rent for land or improvements. Attached hereto as Appendix A is an aerial photograph illustrating the land that is anticipated to be valued. The Authority anticipates such expertise to be provided by an Appraiser with a Member of Appraisal Institute (“MAI”) designation and expertise in valuating industrial and commercial development involving large parcels of land in the Lehigh Valley area. The Authority would prefer a firm familiar with report certifications required by the Federal Aviation Administration (“FAA”). Appraisers shall submit one electronic copy of their Statements of Qualifications and Proposals to: Dawn Malone, Administrative Assistant, Business Development, dmalone@lnaa.com,. The Statement of Qualifications and Proposals must be received on or before 12:00 p.m. (EST) on April 24, 2017. Please mark the submittal as follows: “Request for Statement of Qualifications and Proposals for Real Estate Appraiser Services, due April 24, 2017. In order for a proposal to be valid, all relevant documents must be submitted with and by the date and time proposals are due as stated herein, and the wording of the submission must be devoid of any ambiguities, additions, deletions or modifications pertaining to the conditions set forth. Submissions shall remain valid for ninety (90) days. 1.2 Scope of RFQP & Outline of RFQP: This RFQP contains information governing Appraiser’s submission and the materials to be included. The RFQP is compromised of the following: Part I: General Instructions, Information and Requirements Part II: Proposal Format and Requirements Appendix A: Real Estate Appraisal Agreement

1.3 Appraiser Responsibilities & Contract Form & Term: The successful Appraiser shall be required to execute the form Real Estate Appraisal Agreement annexed hereto as Appendix A (hereinafter “Agreement”) which sets forth the responsibilities, services and conditions outlined in RFQP. Appraisers shall carefully review the Agreement and identify with specificity the proposed Exceptions to the terms of the form Agreement, if any. Each exception shall be individually set forth with reference to the Agreement provision involved, the nature of the Exception and an explanation of the Exception, including proposed substitutions and/or modification language. The only provisions of the form Agreement that the Authority will consider negotiating are those specifically identified as Exceptions in the Appraiser’s submittal. Appraisers should note that the Authority shall have no obligation whatsoever to accept any submitted Exceptions to the form of Agreement. To the extent any provision of this RFQP conflicts with the Agreement, the Agreement shall govern. As set forth in the Agreement, the Authority anticipates that the term of the Agreement shall be for one (1) year which may be extended for two (2) additional one (1) year periods at the Authority’s sole option. During the term of the Agreement or any extension thereto, the Authority may terminate the Agreement at any time, with or without cause. The Agreement is anticipated to begin on or about June 1, 2017. If, for any reason, the Authority does not execute an Agreement with the selected Appraiser, the Authority reserves the right to negotiate an Agreement with any other Appraiser or determine not to proceed with such Agreement. The Authority anticipates that a single contract will be awarded for the services requested in this RFQP; however, the Authority reserves the right to award multiple contracts if deemed in its best interest to do so. 1.4 Appraiser Experience & Qualifications: All Appraisers who submit a proposal to the Authority shall have the following experience:

• A minimum of ten (10) years of relevant and proven commercial/industrial real estate appraisal experience involving large tracts of land;

• Licensed and in good standing in the Commonwealth of Pennsylvania; • Member of Appraisal Institute (MAI) designation; and • Knowledgeable of applicable FAA report certifications.

The Authority reserves the right before recommending any award to inspect any facilities and the organization of the Appraiser, or to take any other action necessary to determine the ability to perform. The Authority may also seek additional information thought to be relevant and the same shall be provided to the Authority. The Authority, in its sole discretion, will determine whether the evidence of ability to perform is satisfactory and will make awards only when such evidence is deemed satisfactory and reserves the right to reject submissions where evidence submitted, or investigation and evaluation is determined by the Authority to indicate inability of Appraiser to perform. 1.5 Insurance: Appraiser shall be required to obtain and maintain insurance coverage as set forth in the Agreement. Appraiser expressly agrees that all insurance policies will remain force during the term of the Agreement. The Authority reserves the right to reject any Appraiser where, in the Authority’s discretion, insurance coverage is deemed inadequate.

1.6 Personal Investigation and Incurring Costs: Appraisers shall satisfy themselves by personal investigation and by such other means as they may think necessary and desirable, as to the conditions affecting the proposed Agreement. No information derived from maps, drawings, specifications, or from any office, agent or employee of the Authority shall relieve the Appraiser from fulfilling all terms of the RFQP or Agreement requirements. Appraisers are not entitled to rely upon the accuracy of any of the information contained within this RFQP which has been provided for convenience purposes only. The Authority shall not be liable for any costs incurred by Appraiser prior to the issuance of an Agreement including the preparation of the required submission documents. 1.7 Addenda to RFQP: If it becomes necessary to revise any part of this RFQP, written addenda will be provided to all Appraisers who received the basic RFQP and provided the Authority with contact information upon receipt of the same. 1.8 Questions/Clarifications: The Authority will accept questions or requests for clarifications until 12:00 p.m. (EST) on April 3, 2017. Questions or request for clarification must be made in writing via facsimile to: Dawn Malone, Administrative Assistant, Business Development Lehigh-Northampton Airport Authority 3311 Airport Road Allentown, Pennsylvania 18109 Phone: 610-231-5222 Email: dmalone@lnaa.com All questions, answers or clarifications will be will be posted on the Lehigh Northampton Airport Authority w e b s i t e : http://www.flylvia.com/public-info/bid-opportunities as they are issued. It is the sole responsibility of respondents to routinely check this website for any Amendments that may have been issued prior to the deadline for submission of Qualifications. 1.9 Postponement of Date for Submitting Documents: The Authority reserves the right to extend the date for the receipt of submissions and will give notice of any such postponement to each known prospective Appraiser. 1.10 Oral Presentations/Best and Final Offers:

The Authority reserves the right to require Appraisers to make oral presentation of their submission to a selection committee and/or to conduct discussions, either oral or written, with Appraisers determined by the Authority to be reasonably viable to being selected for award. If discussions are held, the Authority may request best and final offers.

The request for best and final offers may include:

• Notice that discussions are concluded. • Notice of the date and time for submission of the best and final offer. • Notice that if any modification is submitted, it must be received by the date and time specified or it

will not be considered. • Notice of any changes in the Authority’s requirements.

The Authority reserves the right to reject any or all proposals received or to award, without discussions or clarifications, a contract on the basis of initial proposals received. Therefore, each proposal should contain the Appraiser’s best terms from a price and technical standpoint. The Authority reserves the right to reopen discussions after receipt of best and final offers, if it is in the Authority’s best interest to do so. If discussions are reopened, the Authority may issue an additional request for best and final offers from any Appraiser(s) as determined by the Authority.

Following evaluation of the best and final offers, the Authority may select for negotiations the offers that are most advantageous to the Authority.

The Authority reserves the right to conduct clarifications to resolve minor issues. If only clarifications are sought, best and final offers may not be requested. The Authority retains the sole authority to determine whether to contact Appraisers for clarification or discussion. 1.11 Evaluation Procedure: The categories of evaluation criteria are as follows:

• Qualifications; • Transmittal Letter and Proposal Format; • Business Proposal; • Price of Requested Services; • Business Diversity Participation.

No one criterion or criteria will be controlling in the selection of the most preferred Appraiser. Selection will be made based upon the best judgment of the Authority in seeking the highest quality, most qualified, and cost efficient services using the requested information. The Authority reserves the right to require oral presentations and/or to solicit best and final offers as set forth in this RFQP. 1.12 Disadvantaged Business Enterprises and Civil Rights Act: The Authority, (in accordance with the guidelines promulgated by the Federal Aviation Administration (hereinafter “FAA”), Title VI of the Civil Rights Act of 1974, 42 U.S.C. 2000D to 2000D-4 and Title 49 of the Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21 and Part 23) notifies all Appraisers that it will affirmatively ensure that in any contract entered into pursuant to this RFQP, Disadvantaged Business Enterprises will be afforded full opportunity to submit proposals in response to this RFQP. Pursuant to 49 CFR part 26, §26.7, no person shall be excluded from participation in, denied any benefits of, or otherwise discriminated against in connection with the award and performance of any contract on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, martial status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Appraiser shall comply with the requirements of the U.S. Department of Transportation’s regulations, 49 CFR Part 23. Appraiser agrees that it will not discriminate against any business owner because of the owner’s race, color, national origin, or sex in connection with the award or performance of any agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The Appraiser must agree to include this statement in any subsequent agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements. During this proposal or in connection with the award and performance of any agreement, the Appraiser, for itself, its assignees and successors in interest shall comply with the Regulations relative to nondiscrimination in federal assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time which are herein incorporated by reference

and made a part of this RFQP. The Authority reserves the right to take such action as the United States government may direct to enforce this covenant. 1.13 Business Diversity: The Authority is committed to increasing the diversity of and opportunities for minority, and women-owned business enterprises (“MBE” and “WBE” respectively) that are certified by the Commonwealth of Pennsylvania in all airport-related services. Appraisers are encouraged to include MBE and/or WBE participation as part of their submissions. 1.14 Confidentiality of Records: The Authority is a municipal authority subject to open records laws including the Pennsylvania Right-To-Know Law. Therefore, a submission may be made available for public inspection and copying without notice to the Appraiser. Appraiser should expressly label any confidential information/materials as such. The Authority cannot guarantee the confidentiality of any such proprietary or otherwise sensitive information contained in or with any submission. 1.15 Terms and Conditions: The Authority reserves the right to waive informalities in any submission(s); to reject any or all submission(s) or to reject all or portions of any submission(s), with or without cause; to accept a single or multiple submissions; or to accept the submission(s) that in its judgment will be in the best interest of the Authority. In the case of a difference between written words and figures, the written word shall govern. Appraiser assumes all responsibility for complying with all applicable federal, state and local laws, regulations and rules in formulating and completing the submission and in performance of the services outlined herein. The Authority may refuse to consider any proposal that fails to comply with the instructions of the RFQP, which contains any change in phraseology of the RFQP, which contains any letter or written memorandum qualifying this RFQP, which is not properly signed, or which is not accompanied by the proper proposal documentation. 1.17 Additional Information: All Appraisers are hereby placed on notice that the Authority does not wish to be lobbied either individually or collectively about this RFQP. Appraisers and their agents are hereby placed on notice that they are not to contact members of the Authority’s Board of Governors or staff members of the Authority for such purposes as holding meetings of introduction, discussion of submissions or Appraiser’s qualifications, etc., if they intend to, or have submitted a proposal. Any Appraiser found to be in violation of this restriction may be disqualified from any consideration of award of this RFQP.

PART II

PROPOSAL FORMAT AND REQUIREMENTS 2.1 General:

To facilitate the timely evaluation of proposals, a standard format for submissions has been developed and is set forth in this Part II of the RFQP. All Appraisers are required to format their proposals in a manner consistent with the guidelines described. The Authority reserves the right to reject any submission that fails to adhere to the proposal requirements. 2.2 Transmittal Letter:

All Appraisers shall prepare and submit a Transmittal Letter which shall be in the form of a letter. The Transmittal Letter must address the following topics:

1. Summary of Ability and Desire to Supply the Required Services: The Transmittal Letter must briefly summarize the Appraiser’s ability to supply the requested services that meet the requirements defined and required by the RFQP and Agreement. The letter must also contain a statement indicating the Appraiser’s willingness to provide the requested services subject to the terms and conditions set forth in the RFPQ and Agreement.

2. Summary of Ability to Meet the Qualifications: The Transmittal Letter must state the

Appraiser meets the qualifications that are listed in the RFQP. Any exceptions must be noted and explanation provided if applicable.

3. Summary of Compensation: Appraiser should specifically state the fee the Appraiser

proposes for services as described in RFQP and Agreement. If there are any services described in the RFQP or Agreement that would not be included in such compensation, so state specifically, along with any indication of any proposed additional charges.

Appraisers should also include a detailed summary in including the price (if any) of any services not described in the RFQP or Agreement that Appraiser believes may be necessary for their full performance of the scope and purpose of this RFQP or Agreement.

4. Proposal Life: A statement must be included that indicates the length of time during which the

Authority may rely on the proposal commitments. The Authority requires that this period of time be at least ninety (90) days from the due date for submission proposals or any extension thereof. Any proposal accepted by the Authority for the purpose of contract negotiations must remain as committed through the contract negotiation period.

5. Signature of Authorized Representative: A person authorized to commit the Appraiser to its

representations must sign the transmittal letter.

6 Other Information: This item is optional. Any other information the Appraiser may wish to briefly summarize will be accepted.

2.3 Business Proposal:

All Appraisers shall prepare and submit a Business Proposal which shall address the following topics:

1. Appraiser Company Structure: The legal form of the Appraiser’s business organization, the state in which the business is

organized, the types of business ventures in which the organization is involved, and a chart of the organization are to be included in this section. If the Appraiser’s organization includes more than one product division, the division responsible for the development and marketing of the requested services in the United States must be described in more detail than other components of the organization. If the Appraiser is a team of multiple organizations, the teaming arrangement must be described in this section.

2. Respondent Company Capabilities:

Describe the Appraiser’s experience and capabilities in providing similar work in the scope of services, size and complexity. In addition, disclose all enforcement actions by professional licensing boards, courts or other bodies or other matters which may reflect on the Appraiser Company’s professional qualifications. Describe any pending litigation or other factors that could affect the organization’s ability to perform this RFQP.

3. Personnel Description:

Please provide a detailed description of the principal supervisory and management staff, including engagement partners, managers, or other supervisors and specialists, who would be responsible for the project. Descriptions should include all relevant information regarding qualifications, training, continuing education, certifications, etc. A project organizational chart should be included in this section.

4. Fee Structure:

Describe, in detail, the Appraiser’s fee structure associated with this RFQP, including the number of days the Appraiser will required to furnish a report after receiving a request from the Authority. Appraiser’s fee structure should include all commissions, fees, costs, charges and other amounts, associated directly or indirectly, with providing all things necessary to perform the services requested by this RFQP. The selected Appraiser will be responsible for all services outlined in the proposal at the fee structure identified. The Authority will not be liable for any fees and charges beyond those detailed in the proposal.

5. References: The Appraiser should include a list of at least three (3) clients for whom the Appraiser has provided services that are the same or similar to those services requested in this RFQP. The more similar the referenced services are to those requested in the RFQP, the greater the weight that will be afforded the references in the Authority’s evaluation process. Listed organizations may be contacted to determine the quality of work performed and personnel assigned to the project. The results of the references may be provided to the evaluation team and used in scoring the written proposals.

Appraiser should include the following information for each reference:

a) Name of the organization; b) Initial dates service started; c) Date of the most recent transaction; d) Responsible official or contact person; e) Address, telephone number and email address.

6. Registration to do Business: Appraisers proposing to provide the services require by this RFQP are required to be registered

to do business within the Commonwealth of Pennsylvania. Appraisers should submit proof of such registration.

7. Warranties: Provide affirmative statements of the following warranties:

a) The Appraiser warrants that it is willing and able to obtain an errors and omissions (professional liability ) insurance policy providing the amount of coverage outlined in the Agreement for the willful and negligent acts, or omissions of any officer, employees or agents thereof;

b) The Appraiser warrants that it will not delegate or subcontract its responsibilities under an agreement without the express prior written permission of the Authority;

c) The Appraiser warrants that all information provided by it in connection with this proposal is true and accurate.

8. Subcontractors: The Appraiser must list and identify any subcontractors that are proposed to be used in

providing the required services. The subcontractor’s responsibilities under the proposal, the subcontractor’s form of organization, and an indication from the subcontractor of a willingness to carry out these responsibilities are to be included for each subcontractor. This assurance in no way relieves the Appraiser of any responsibilities in responding to the RFQP or in completing the commitments documented in the proposal or the Agreement. The Appraiser must indicate which, if any subcontractor is certified as a Minority-Owned or Women-Owned Business Enterprise by the Commonwealth of Pennsylvania.

9. Business Diversity: If the Appraiser is a MBE and/or WBE firm please include evidence of certification by the

Commonwealth of Pennsylvania.

10. Legal: Include a list of any and all legal proceedings (civil or criminal actions or administrative proceedings) within the last three (3) calendar years in which the Appraiser was a party.

Appendix A

REAL ESTATE APPRAISAL AGREEMENT THIS REAL ESTATE APPRAISAL AGREEMENT (the “Agreement”) made and

entered into this _____ day of______________, 2017 (the “Effective Date”), by and between LEHIGH-NORTHAMPTON AIRPORT AUTHORITY, a municipal authority having a principal place of business at 3311 Airport Road, Allentown, Pennsylvania, 18109 (the “Authority”), and _____________________ whose principal place of business is located at ___________________ (the “Appraiser”) hereby provides as follows:

RECITALS

WHEREAS, the Authority is a municipal authority organized under the laws of the Commonwealth of Pennsylvania and created pursuant to the Pennsylvania Municipality Authorities Act, 53 Pa.C.S. § 5601 et seq.;

WHEREAS, Appraiser responded with a proposal dated __________________, 2017 (the “Proposal”) (A true and correct copy of the Appraiser’s Proposal is attached hereto as Exhibit C and incorporated herein as if set forth at length); and

WHEREAS, the Authority and Appraiser are desirous of entering into a contract, one

with the other, requiring Appraiser to take certain actions when requested relative to valuing the Properties consistent with the Uniform Standards of Professional Appraisal Practices for parcels identified by the Authority.

NOW, THEREFORE, in consideration of the foregoing mutual promises and covenants

hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

SCOPE OF SERVICES

1.01 The Appraiser shall, upon request by the Authority, furnish to the Authority a written professional opinion, adequately and sufficiently supported and documented, of the fair market value or market rent value of the Properties as they may be consolidated or subdivided, or designated parts thereof. All services performed by Appraiser shall be performed in accordance with this Agreement, the RFQP and Appraiser’s Proposal. To the extent this Agreement conflicts with the RFQP or Proposal, the terms of this Agreement, then the RFQP, and then the Proposal shall govern.

1.02 The Appraiser shall fully complete the appraisals and furnish to the Authority five

(5) copies of such appraisal within _________________ (_____) days (the “Performance Period”) after having received a request from the Authority for an appraisal. It is fully understood and agreed that in the event the Appraiser shall fail to perform the work within the time herein provided, and in the absence of an agreement by the parties to extend the Performance Period, the Authority may, at its sole option, consider the services of the said Appraiser terminated, and upon written notice thereof to the Appraiser of such termination, the Authority shall not be liable whatsoever for payment for appraisals not performed within the

Performance Period or for any appraisals submitted after the termination date specified in the Authority’s termination notice.

1.03 Each appraisal report submitted under this Agreement shall be submitted as a

complete narrative type appraisal, compliant with those Federal Aviation Administration appraisal procedures applicable to selling property, as set forth in Order 5100.37, Land Acquisition and Relocations Assistance Airport Projects, 49 CFR Part 24.

ARTICLE 2

TERM

2.01 The term of the Agreement shall be for one (1) year which may be extended for two (2) additional one (1) year periods at the Authority’s sole option. During the term of the Agreement or an extension thereof, the Authority may, at any time with or without cause and in accordance with Article 10, terminate this Agreement.

ARTICLE 3 PAYMENT

3.01 For and in consideration of services in furnishing said appraisals, the Appraiser

shall be paid $ __________________________ per appraisal report. 3.02 In the event the scope and character of the work provided herein is materially

changed due to substantially revised plans or additional work is required by the Authority, the Appraiser agrees to furnish the required revisions, supplements, or updates, and to perform the additional work requested by the Authority in excess of that set forth in Paragraph 3.01, for the sum of $ ________________________ per hour for the time required to prepare such revisions, refresh an original appraisal, or to perform such additional work.

3.03 Statements by the Appraiser for payment for the aforesaid services shall be

itemized in a form satisfactory to the Authority and submitted to the Authority for payment within thirty (30) days of accrual. Upon receipt of the statement and provided the Authority does not dispute said statement, the Authority shall make payment within thirty (30) days of receipt of statement. 3.04 In the event of termination of this Agreement by the Authority without cause or in the event the Authority terminates any work requested of the Appraiser without cause, the Appraiser shall be paid a proportionate part of the fee specified in this Article 2.01. Such payment shall be made in proportion to the work and services actually completed on the report or reports involved as of the date of termination. Appraiser shall not be entitled to a proportionate part of the fee for any appraisal report not performed within the Performance Period or any appraisal submitted after termination by the Authority for failure to perform an appraisal within the Performance Period as set forth in Article 1.02 of this Agreement.

ARTICLE 4 APPRAISER COVENANTS, OBLIGATIONS & RESPONSIBILITIES

4.01 The Appraiser warrants that no company or person has been employed or retained, other than a bona fide employee working solely for the Appraiser, to solicit or secure this Agreement, and that payment or an agreement has not been made to pay any company firm or person, other than a bona fide employee working solely for the Appraiser any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Authority shall have the right to annul this Agreement without liability or payment to the Appraiser whatsoever. 4.02 All information contained in the appraisal(s) and review appraisal, and all parts thereof, are to be treated as privileged communication. The Appraiser shall take all necessary steps to ensure that there will not be any information divulged concerning the review and appraisal except to a duly authorized representative of the Authority or a duly authorized representative of the Federal Aviation Administration, or as otherwise required by court order. 4.03 The Appraiser shall, as required by the Authority, be available for consultation (including, but not limited to discussion of appraisal, review and other market information, appraisal review notes, etc.) with the Authority and Federal representatives after completion of any appraisal or upon expiration or termination of this Agreement, at the rate set forth in Article 2.02 of this Agreement.

4.04 Appraiser agrees that the Authority, the Federal Aviation Administration, the Comptroller General of the United States or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of the Appraiser which are directly pertinent to this project for the purpose of making audit, examination, excerpts, and transcriptions. This obligation of the Appraiser shall continue upon expiration or termination of this Agreement.

4.05 Appraiser shall maintain copies of all records or materials (including digital

copies) associated with the services performed under this Agreement and Appraiser agrees that no records or materials shall be destroyed or otherwise discarded without prior notice to the Authority. The Authority may, at the Authority’s sole discretion, request that records be maintained by Appraiser for a longer period of time as required by the Authority. Appraiser shall, upon request by the Authority, provide copies of any and all records or materials associated with the services performed under this Agreement. This obligation of the Appraiser shall continue upon expiration or termination of this Agreement.

4.06 Appraiser agrees to perform all work required by this Agreement in accordance

with generally accepted industry standards including but not limited to the Uniform Standards of Professional Appraisal Practices.

4.07 Appraiser agrees that all appraisals, documents or other materials delivered to the Authority pursuant to this Agreement shall be owned by and become the sole property of the Authority to be used by the Authority without limitations.

ARTICLE 5

INSURANCE 5.01 Appraiser shall obtain and maintain continuously in effect at all times during the term hereof, at Appraiser’s sole expense, the following valid and enforceable policies of insurance:

Coverage Limits of Liability Worker’s Compensation Insurance Statutory And Employers’ Liability $1 million Comprehensive General Liability

Bodily Injury, including death } $2 million general aggregate Property damage } Products Completed } Advertising } Automobile Liability Bodily injury, including death } $1 million combined Property damage } single limit Errors and Omission } $1000 per occurrence

5.02 The policies required under this Article shall be issued by insurers having a rating of at least “A” VIII by A. M. Best or an equivalent rating by a similar rating entity, acceptable to the Authority, shall be written on an occurrence basis and shall not be cancelled nor modified without thirty (30) days prior written notice to Authority. All policies will be primary and non-contributory and the general liability and automobile policies shall name the Authority as additional insured and all requested coverage shall be evidenced on certificates of insurance issued to the Authority. Upon execution of the Agreement, and from time to time throughout its duration, Appraiser shall provide to the Authority, without demand, copies of current certificates for all required coverage.

5.03 The Authority may, in its discretion, at any time: 1) amend the types and/or

amounts of coverages required hereunder, and shall notify Appraiser of any such amendment; and/or 2) demand a true, correct, complete copy of any policy required hereunder.

5.04 Appraiser waives all rights of subrogation against the Authority for any loss, to the premises or to property therein or affixed thereto, from perils which can be insured against under the standard form of fire insurance contract with extended coverage endorsement generally available in the Commonwealth of Pennsylvania.

5.05 The Authority is a Pennsylvania Municipal Corporation existing under the Municipality Authorities Act of 1945, as amended, whose liability for claims in Tort is statutorily prescribed by the Political subdivision Tort Claim Act, 42Pa.C.S.A.§ 8542, et seq.

ARTICLE 6 INDEMNIFICATION

6.01 To the fullest extent provided by law, Appraiser agrees to indemnify, defend and

hold harmless the Authority, each person or entity deemed to control or to be controlled by the Authority (including AFCO AvPORTS Management, LLC), and their respective Board of Governors, partners, shareholders, directors, officers, employees agents, servants, assigns and affiliates (hereinafter “Indemnified Parties”) from and against any and all suits, actions, claims (actual or threatened), damages, liabilities, judgments, losses, fines, penalties, diminution in value, and expenses, including but not limited to, legal fees (including those incurred to enforce the right to defense and indemnity hereunder), costs of investigation, and surveillance, medical treatment, expert witness fees, travel and accommodations, filing fees, and all other associated costs, whether or not involving a third party claim, arising out of or in any manner connected with the services to be performed by Appraiser under the Agreement, or in any way related to acts or omissions of the Appraiser and their agents, servants, employees, subcontractors, or anyone directly or indirectly involved with them or for whose acts or omissions they may be legally liable, regardless of whether or not such damages, liabilities, losses, fines, penalties, diminution in value and expenses are caused in part by the Indemnified Parties.

6.02 It is expressly agreed that the Appraiser’s defense and indemnification obligation contained in this Agreement contemplates claims against Appraiser or its agents, servants, employees, subcontractors or assigns. It is further expressly agreed that the Appraiser agrees to indemnify the Indemnified Parties from and against any and all suits, actions, liabilities, losses, claims damages, and expenses, including, without limitation, costs of investigation and defense, expert witness fees, legal fees (e.g. fees of attorneys, paralegals and other legal professionals), legal fees incurred in establishing the right to indemnity, expenses and diminution of value, resulting from the Indemnified Parties own negligence; except that Appraiser shall not be responsible to the Indemnified Parties on indemnity for losses caused by or resulted from the Indemnified Parties sole negligence. It is also expressly agreed that any defenses raised by Indemnified Parties to allegations of its independent fault averred to by any party, including but not limited to the Appraiser, shall in no way restrict or prejudice its ability to obtain indemnification for any of its damages, costs, fees or legal expenses described herein.

6.03 It is expressly agreed that the defense and indemnification contained in this

Agreement also contemplates claims arising from any violation of the Appraiser of any municipal, state or federal laws, rules or regulations applicable to the performance of its obligations under this Agreement. It is additionally and specifically agreed that if the conduct of the Appraiser, its agents, servants, employees, representatives, contractors, invitees or licensees results in a prohibited incursion into the Air Operations Area, or in a breach of the safety or security of that Area, the Security Identification Display Area, the Restricted Area or any other secured or sterile area, and such incursion or breach results in a civil penalty action being brought against the Authority by the United States of America, Appraiser shall keep, save, indemnify, hold harmless and/or reimburse Authority for all costs incurred by it in defending against that action, including without limitation attorney fees and any civil penalty assessed against or agreed to by it in settlement of that action. These costs shall also include without limitation those incurred or paid as a result of a violation or alleged violation of 14 C.F.R. 139 and/or T.S.R. 1542.

6.04 This Article shall apply regardless of the legality or compliance of the conduct of

Appraiser its agents, servants, employees, representatives, contractors, invitees or licensees under or with any law, including without limitation the terms herein and the Authority’s Rules and Regulations, minimum standards and directives.

6.05 This Article shall survive the termination the Agreement between the Authority

and Appraiser.

ARTICLE 7 COMPLIANCE WITH LAWS

7.01 The Appraiser agrees to comply with all federal, state and local laws including the

Authority’s Rules and Regulations, minimum standards and directives as follows:

A. The Appraiser hereby agrees to carry out the provisions of this Agreement in strict compliance with all laws and statutes of the United States of America, the Commonwealth of Pennsylvania or other applicable laws which in any way relate to performance of the services provided by Appraiser under this Agreement.

B. Appraiser, its agents, servants, employees, representatives, contractors, invitees

and licensees shall comply with all laws, including without limitation Authority’s Rules and Regulations, minimum standards and directives, from time to time enacted, promulgated or amended, concerning the operation, management and/or use of Authority owned property or airports.

C. Authority shall not be liable to Appraiser, its agents, servants, employees,

representatives, contractors, invitees or licensees for any violation of any law, including, without limitation, the Authority’s Rules and Regulations, by any person.

ARTICLE 8

INDEPENDENT CONTRACTOR

8.01 The status of the Appraiser in its work to be provided under this Agreement is that of an independent contractor. Nothing in this Agreement shall be construed to create or to imply an agency relationship of employee and employer between Appraiser and Authority or any officer, employee, agent or representative of Appraiser and Authority, and it is the intention and purpose of the Parties that Appraiser, its officers, employees, agents and representatives, shall, at all times and for all purposes, be considered as and be an independent contractor.

ARTICLE 9 TITLE VII ASSURANCES

9.01 During the performance of this Agreement, the Appraiser, for itself, its assignees

and successors in interest agrees as follows: A. Compliance with Regulations. The Appraiser shall comply with the Regulations

relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter “DOT”) Title 49 Code of Federal Regulations, part 21, as they may be amended from time to time (hereinafter “Regulations”), which are herein incorporated by reference and made a part of this Agreement.

B. Nondiscrimination. The Appraiser, with regard to the work performed by it

during the Agreement, shall not discriminate on the grounds of race, color or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Appraiser shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations.

C. Solicitations for Subcontracts, Including Procurements of Materials and

Equipment. In all solicitations either by competitive bidding or negotiation made by the Appraiser or work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Appraiser of the Appraiser’s obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color or national origin.

D. The Appraiser shall provide all information and reports required by the

Regulations or 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 the Authority or the Federal Aviation Administration to be pertinent to ascertain compliance with such Regulation, orders, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Appraiser shall so certify to the authority of FAA, as appropriate, and shall set forth what efforts it has made to obtain the information.

E. In the event of the Appraiser’s noncompliance with the nondiscrimination

provisions of this Agreement, the Authority shall impose such contract sanctions as it or the FAA may determine to be appropriate, including but not limited to:

(1) Withholding of payments to the Appraiser until the Appraiser complies,

and/or, (2) Cancellation, termination or suspension of this Agreement, in whole or in

part.

F. The Appraiser shall include the provisions of this Article, including Article 9.01(A)-(E) in every subcontract, including procurement of and leasing of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Appraiser shall take such action with respect to any subcontract or procurement as the Authority or FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Appraiser may request the Authority to enter into such litigation to protect the interests of the Authority and, in addition, the Appraiser may request the United States to enter into such litigation to protect the interest of the United States of America. Such participation by the Authority or United States of America shall not eliminate any obligation of Appraiser to provide indemnification under this Agreement.

ARTICLE 10

TERMINATION

10.01 The Authority shall have the right, at any time during the term of this Agreement or any extensions thereto, to terminate this Agreement with or without cause. Such termination shall be in writing and sent in accordance with Article 16 to the Appraiser. Upon termination, the Authority shall be liable for only those services rendered prior to the date of mailing such notice. 10.02 In the event of breach of this Agreement by Authority which remains uncured for thirty (30) days after Appraiser provides notice to the Authority, Appraiser may, upon notice to the Authority, terminate this Agreement.

ARTICLE 11

NON-EXCLUSIVE AGREEMENT

11.01 The rights granted by this Agreement are not exclusive and the Authority shall have the right to deal with and perfect arrangements at any time with other individuals, companies, corporations or organizations for engaging in like activities and/or services on or off Authority property.

ARTICLE 12 FORCE MAJEURE

12.01 The Authority and Appraiser shall not be required to perform any term herein so

long as such performance is hindered or prevented by unavoidable delay, defined as natural disaster; strike, lockout or labor dispute; governmental regulation, restriction or control; enemy or hostile government action; civil riot; fire, flood or nuclear accident; or any other cause not reasonably within the control of the Authority or Appraiser, such that, despite the exercise of due diligence, the Authority and Appraiser cannot, wholly or partly, prevent or remedy that cause.

ARTICLE 13 SUBORDINATION

13.01 This Agreement is subordinate to any existing or future agreement between the Authority and the United States of America or any other governmental entity or political body, concerning the operation or maintenance of the airports owned by the Authority, the execution of which agreement has been or might be required as a condition precedent to the expenditure of federal or other funds for the development of airports.

ARTICLE 14 PERSONAL LIABILITY

14.01 Appraiser agrees that no elected official, director, officer, agent or employee of

the Authority, shall be charged personally or held contractually liable by Appraiser under any term or provision of this Agreement.

ARTICLE 15 AGREEMENT NOT ASSIGNABLE BY APPRAISER

15.01 This Agreement and the rights granted hereunder are not assignable by the Appraiser, in whole or in part, and no portion of the work may be sublet or transferred to any other person or persons without the express prior written approval of the Authority.

ARTICLE 16

NOTICE

16.01. Any notice or other communication to the Authority or Appraiser pursuant to this Agreement shall be deemed to be validly given if delivered by certified mail or overnight delivery to the following addresses:

To Authority: Attn: Executive Director Lehigh-Northampton Airport Authority Third Floor Passenger Terminal Building

3311 Airport Road Allentown, Pennsylvania 18109 To Appraiser: _______________________________________ _______________________________________ _______________________________________ _______________________________________

or to such other address as either party, from time to time, might designate to the other in writing. Any notice provided in accordance herein shall be deemed effective as of the date of mailing.

ARTICLE 17 MISCELLANEOUS

17.01 Applicable Law/Not Construed Against Drafter. This Agreement is made,

entered into and intended to be performed in the Commonwealth of Pennsylvania, and shall in all aspects be interpreted and governed under the laws of the Commonwealth of Pennsylvania. The parties hereby consent to the venue and jurisdiction of any federal or state court of Lehigh County, Pennsylvania or the Eastern District of Pennsylvania in any action brought to enforce the terms of this Agreement. The parties irrevocably and unconditionally submit to the jurisdiction (both subject matter and personal) of any such court and irrevocably and unconditionally waive: (a) any objection any party might now or hereafter have to the venue in any such court; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

The Authority and the Appraiser agree that the language of all parts of this Agreement shall be construed as a whole, according to its fair and plain meaning. The parties agree that any questions regarding the interpretation of the language of this Agreement shall not be interpreted against the drafter. 17.02 Severability. Should any provision of this Agreement be held to be illegal, void or unenforceable such provision shall be of no force and effect. However, the illegality or unenforceability of any such provision shall have no effect upon, and shall not impair the enforceability of any other provision of this Agreement which shall remain in effect.

17.03 Waiver. No waiver by either party of any default or violation or breach of any terms, provisions or covenants contained in this Agreement shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants of the Agreement. Forbearance by either party to enforce one or more of the remedies provided in this Agreement or by law on an event of default shall not be deemed or construed to constitute a waiver of such default. 17.04 Authorization. The persons executing this Agreement hereby represent and warrant that they have carefully read this Agreement, and that they have the full right, power and authority to sign this Agreement. 17.05 Entire Agreement/Amendments. This Agreement contains the complete and entire understanding between the Authority and the Appraiser, and no other promises or agreements shall be binding unless signed by both. The parties further agree that this Agreement fully supersedes any prior agreements or understandings between the parties, for which obligations remain in full force and effect. In signing this Agreement, the parties acknowledge that they are not relying on any fact, statement or assumption not set forth in this Agreement. The parties acknowledge that this Agreement shall be modified except upon the express signed written consent of both parties wherein specific reference is made to this Agreement.

17.06 Knowing and Voluntary. Appraiser acknowledges that it has carefully read this Agreement and knows and understands its contents and that Appraiser executes it as Appraiser’s own free act and deed, and enters into the Agreement knowingly and voluntarily. Appraiser acknowledges that it have been advised to consult with an attorney prior to executing this Agreement and have either done so or chosen not to do so.

17.07 Headings/Gender. The headings to various clauses of this Agreement have been inserted for convenience purposes only and shall not be used to interpret or construe the meaning of the terms and provisions hereof. Further, the use of any gender includes all genders, and the use of any number includes the singular or plural, as the context might require.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of

Effective Date first above written. ATTEST: LEHIGH-NORTHAMPTON

AIRPORT AUTHORITY ________________________ _______________________________ Name: Name: Darren J. Betters. Title: Title: Director, Business Development APPRAISER ________________________ ________________________________ Name: Name: Title: Title: