LNAA-CO-26-001 Part VI, Agreement.pdf

LEHIGH VALLEY INTERNATIONAL AIRPORT LNAA-CO-26-001

PARKING GARAGE / WALKWAY PROGRAM ISSUED FOR BID

JULY 21, 2026

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TECHNICAL PROVISIONS

PART VI

Contract Agreement between Lehigh-Northampton Airport Authority and

Contractor

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CONTRACT BETWEEN

LEHIGH-NORTHAMPTON AIRPORT AUTHORITY

AND

THIS CONTRACT, made and entered into as of the day of , , by and between the LEHIGH-NORTHAMPTON AIRPORT AUTHORITY, a municipal authority organized and existing by virtue of the Municipality Authorities Act of 1945, as amended, and having its principal office on the Third Floor, Main Passenger Terminal, Lehigh Valley International Airport, 3311 Airport Road, Allentown, Pennsylvania 18109-3040 (hereinafter called “OWNER”), and , a company having its principal office at (hereinafter called “CONTRACTOR”). This Contract is for the construction of (hereinafter called “the Project”).

WITNESSETH:

That CONTRACTOR and OWNER, each intending to be legally bound hereby, do promise, covenant and agree for themselves, their successors and assigns, as follows:

SECTION 1

THE CONTRACT DOCUMENTS

1.1 The Contract Documents consist of this Contract, the Invitation to Bidders, the Technical Specifications, Requests for Bids, the General Conditions of the Contract for Construction, any Supplemental General Conditions of the Contract for Construction, the General Requirements and Technical Specifications, the Contract Drawings prepared by ___________________, [Architect or Engineer], any Addenda, the Bid Proposal, Insurance Certificates, Performance and Bid Bonds and the Waiver of Liens, along with all written modifications issued after execution of this Contract, and the exhibits and forms attached hereto. These documents form the Contract, and all are as fully a part of the Contract as if attached to this Contract or repeated herein. In case of a conflict in terms, the terms of this Contract shall apply over the terms of any other Contract Documents.

The Exhibits to this Contract include the following:

A. Bidder’s Price Proposal;

B. Technical Specifications;

C. Drawings dated ;

D. Initial Construction Schedule;

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E. Establishment of Targeted Goals for Construction CONTRACTORS and SUBCONTRACTORS;

F. Initial Project Workforce Report; and G. Monthly Project Workforce Report.

1.2 The Contract Documents which make up this Contract, and each of them, as well as any other documents furnished by OWNER, shall remain the property of OWNER.

CONTRACTOR shall have the right to keep one (1) copy of the Contract upon completion of the Project; provided, however, that in no event shall CONTRACTOR use, or permit to be used, any portion or all of such Contract on other projects without the OWNER’S prior written authorization.

SECTION 2

REPRESENTATIONS BY THE CONTRACTOR

2.1 In order to induce OWNER to execute this Contract and realizing that OWNER is relying thereon, CONTRACTOR represents and warrants to OWNER that: (a) CONTRACTOR is fully qualified to act as the CONTRACTOR for the Project and has, and shall maintain, any and all licenses, permits or other authorizations necessary to act as the CONTRACTOR for, and to construct the Project and has (b) examined the Contract Documents, the job site, the surroundings and local conditions, (c) made all investigations it deems necessary or appropriate for a full understanding of the scope of the Work to be performed, and (d) examined all other documents and data which it deems necessary or appropriate to establish the Contract Sum. CONTRACTOR acknowledges that it considers the foregoing factors sufficient and is not relying upon any representations or warranties of OWNER except as expressly herein set forth.

2.2 The CONTRACTOR will carefully study and compare the Contract Documents with each other and with any other information furnished by the OWNER and shall promptly report to the OWNER and the Architect or Engineer errors, inconsistencies or omissions discovered. The CONTRACTOR shall not be liable to the OWNER or Architect or Engineer for damage resulting from errors, inconsistencies or omissions in the Contract Documents unless the CONTRACTOR recognized such error, inconsistency or omission and knowingly failed to report it to the Architect or Engineer. If the CONTRACTOR performs any construction activity knowing it involves a recognized error, inconsistency or omission that should reasonably have been recognized or have been discovered by a prudent and experienced CONTRACTOR in advance, without such notice to the Architect or Engineer, the CONTRACTOR shall assume complete responsibility for such performance and shall bear an appropriate amount of the attributable costs for correction.

2.3 CONTRACTOR will take field measurements and verify field conditions and compare such field measurements and conditions with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to the OWNER and Architect or Engineer at once.

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SECTION 3

THE WORK

3.1 The CONTRACTOR shall perform and pay for all the work required, and provide and pay for all of the materials, equipment, and products necessary, implied or reasonably inferable by the Contract Documents, including, but not limited to, the Technical Specifications and the Drawings (the “Work”) for the Project and complete the Work within the time frame set forth in the approved Project Schedule, which shall be prepared by the CONTRACTOR and approved by the OWNER and Architect or Engineer as set forth in Article 3.4.

3.2 CONTRACTOR agrees to furnish its best skill, judgment and efficient business administration in performing its obligations under the Contract. CONTRACTOR agrees to maintain an adequate supply of workers, supplies, equipment facilities, tools, transportation, storage, power, fuel, heat, light, cooling or other utilities and proper materials on the job site at all times, to perform the Work in the best and most sound way, and to cooperate with the Architect or Engineer, in order to complete the Work expeditiously in accordance with the Contract Documents.

3.3 CONTRACTOR shall provide competent supervision of all phases of the Work and shall cause the Work to be performed in strict and complete compliance with the Drawings and Specifications and all things indicated and reasonably implied therefrom.

CONTRACTOR shall act as project manager to coordinate all work by subcontractors, attend all job meetings with OWNER and Architect or Engineer and periodically render reports to OWNER and Architect or Engineer on the progress of the Work.

3.4 CONTRACTOR shall furnish to OWNER and Architect or Engineer, prior to commencement of work and within thirty (30) days from date hereof, a Construction Progress Schedule broken down by stages and, within ten (10) days after the issuance of any Change Order, shall furnish to OWNER a revision of such Schedule. The Schedule shall be updated no less frequently than monthly and shall be updated to reflect conditions encountered from time to time and shall apply to the entire Project. The Progress Schedule shall indicate the dates for the starting and completion of the various stages of construction (and shall be revised as required by the conditions of the Work, subject to OWNER’S approval). CONTRACTOR shall maintain the progress of the Work in accordance with the Construction Progress Schedule, as same may be revised. In order to comply with the Construction Progress Schedule, CONTRACTOR will ensure that all subcontracts clearly state that the requirements of the Construction Progress Schedule must be met.

3.5 CONTRACTOR shall perform its obligations hereunder in strict compliance with all applicable laws, ordinances, rules, regulations, orders, statutes, codes and requirements of all federal, state, municipal and other governmental entities having jurisdiction over the Project. CONTRACTOR shall apply for and obtain all licenses and permits required in connection with the Work and, unless otherwise stated in the Contract Documents, shall be responsible for the fees associated with such permits. CONTRACTOR shall promptly inform OWNER if CONTRACTOR is unable to obtain said licenses and permits in time to promptly commence work. CONTRACTOR warrants that, when completed, the Project

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shall be in strict compliance with this Contract and in compliance with all laws in effect at the time of completion. Changes in costs reasonably incurred by CONTRACTOR resulting from changes in any governmental requirements effective after the date of this Contract (including interpretation by governmental officials which increase or decrease costs) shall be covered by a Change Order.

3.6 CONTRACTOR covenants to maintain complete and accurate books of account showing the costs of the Project, which books shall, at all reasonable times, be open to inspection by OWNER and Architect or Engineer.

3.7 CONTRACTOR shall provide any and all required surety bonds and insurance required.

3.8 CONTRACTOR shall, at no cost in time or money to OWNER, correct Work rejected by

OWNER or Architect or Engineer as defective or failing to conform to this Contract.

CONTRACTOR shall reimburse OWNER for all inspections and other expenses incurred as a result thereof.

3.9 OWNER may, but shall in no event be required to, choose to accept defective or nonconforming Work. In such event, the Contract Price shall be reduced by the greater of

(1) the reasonable cost of removing and correcting the defective or nonconforming Work, and (2) the difference between the fair market value of the Project as constructed and the fair market value of the Project had it not been constructed in such a manner to include defective or nonconforming Work. If the remaining portion of the unpaid Contract Price, if any, is insufficient to compensate OWNER for the acceptance of defective or nonconforming Work, CONTRACTOR shall, upon written demand by OWNER, pay OWNER such remaining compensation for accepting defective or nonconforming Work.

This Section 3.9 shall survive termination of this Contract.

3.10 The CONTRACTOR hereby warrants that all labor furnished under this Contract shall be competent to perform the tasks undertaken, that the product of such labor shall yield only first-class results, that all materials and equipment provided shall be new and of high quality, that the completed work will be complete, of high quality, without defects, and that all work strictly complies with the requirements of this Contract. Any work not strictly complying with the requirements of this subparagraph shall constitute a breach of the CONTRACTOR’S warranty.

SECTION 4

TIME OF COMMENCEMENT, SUBSTANTIAL COMPLETION

AND LIQUIDATED DAMAGES

4.1 Within ten (10) calendar days from the delivery of a notice from OWNER to CONTRACTOR to proceed (the "Notice to Proceed"), CONTRACTOR shall commence performance of the Work and, subject to authorized adjustments, Substantial Completion shall be achieved not later than calendar days from the commencement date set forth in the Notice to Proceed.

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4.2 For purposes of this Contract, Substantial Completion shall mean the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the OWNER can occupy or utilize the Work for its intended use.

4.3 Liquidated Damages. The CONTRACTOR acknowledges and agrees that time is of the essence. If the CONTRACTOR shall neglect, fail or refuse to achieve Substantial Completion by the date set forth above, as may be extended by written Change Order, the CONTRACTOR does hereby agree, as a part of the consideration for the awarding of this Contract, to pay to the OWNER, as liquidated damages and not as a penalty, the sum of _____________ Dollars ($_______.00) for each calendar day beyond the date of Substantial Completion. Said amount of liquidated damages is agreed upon because of the impracticability and difficulty of fixing and ascertaining the true value of damage which the OWNER will sustain by failure of the CONTRACTOR to complete the Work in a timely fashion. OWNER may, in its sole discretion for any reason or no reason, opt to waive its right to liquidated damages and instead sue for the actual damages ensuing from a breach of this Contract.

SECTION 5

CONTRACT SUM

5.1 The OWNER shall pay the CONTRACTOR for the timely performance of the Work, subject to additions and deductions by Change Order as provided in the Contract Documents, the total Contract Sum of $______________________. Such Contract Sum includes, without limitation, all labor, materials, tools, equipment, water, heat, power, transportation, facilities (temporary or otherwise), equipment rental costs and all other services necessary (including any taxes thereon) for the proper construction and completion of the Project in accordance with the Contract Documents.

5.2 The Contract Sum is determined based upon a stipulated sum.

5.3 The Exhibits attached to this Contract are identified in Section 1.1, upon which the

CONTRACTOR was determined to be the successful lowest responsible bidder to perform the Work. Any questions which arise as to the work to be performed under this Contract shall be determined by the Architect or Engineer in reference to the Exhibits incorporated herein.

SECTION 6

PROGRESS PAYMENTS

6.1 Based upon Applications for Payment submitted to the Architect or Engineer by the

CONTRACTOR, issued in such form as acceptable to the Architect or Engineer, and Certificates for Payment issued by the Architect or Engineer, the OWNER shall make

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progress payments on account of the Contract Sum to the CONTRACTOR as provided in the Contract Documents.

6.2 ALL INVOICES AND APPLICATIONS FOR PAYMENT MUST BE SUBMITTED ON

WHITE PAPER, WITH AT LEAST 10 POINT FONT. ALL APPLICATIONS MUST

BE SUBMITTED ON AIA DOCUMENT G702 – APPLICATION AND CERTIFICATE

FOR PAYMENT. ANY INVOICES OR APPLICATIONS FOR PAYMENT THAT DO

NOT CONFORM TO THESE REQUIREMENTS WILL BE REJECTED AND HAVE

TO BE RESUBMITTED.

6.3 Schedule of Values. If not set forth in the Bid Price Proposal, the CONTRACTOR shall promptly prepare and present to the OWNER a proposed Schedule of Values allocating the actual cost of the Work among the different elements of the Work. If requested by the OWNER, the CONTRACTOR shall provide additional detail and supporting data as the OWNER may require substantiating the accuracy of the Schedule of Values. The CONTRACTOR shall not front-end load its schedule of values by increasing any element thereof in excess of the actual cost, and such acts shall constitute a material breach of this Contract. The CONTRACTOR’s Schedule of Values shall be used in determining the amounts payable to the CONTRACTOR hereunder, but only after it has been agreed in writing by the OWNER. The Schedule of Values may be amended when mutually agreed in writing by the OWNER and CONTRACTOR.

6.4 Work Performed and Off-Site Materials. Payments to the CONTRACTOR shall be based upon Work actually performed, installed and approved by the Architect or Engineer and materials stored off-site, provided however, that with respect to materials stored off-site, the following conditions shall have been satisfied: (a) OWNER shall be furnished with an original invoice from the material supplier certifying that the price of such materials has been paid in full by CONTRACTOR; (b) OWNER shall receive a warranty bill of sale for such materials; (c) OWNER shall have received a certificate evidencing that such materials are insured against loss on an all risk basis with OWNER listed as the named insured; (d) such materials shall be clearly and visibly marked and tagged so as to indicate that title thereto is vested in OWNER; (e) Architect or Engineer shall have inspected and approved such materials for incorporation into the Project; (f) OWNER shall have received an effective waiver of all liens and rights to assert liens from the OWNER and lessor of the property upon which such materials are stored; (g) OWNER shall have received an Affidavit from CONTRACTOR certifying that such materials will be incorporated into the work; (h) a retainage of ten percent (10%) shall be withheld from each payment for stored materials, in addition to the normal retainage withheld.

6.5 Applications for Payment. At least fourteen (14) days before each payment becomes due, CONTRACTOR shall furnish to Architect or Engineer an itemized Application for Payment showing the value of Work performed through the end of the previous calendar month. The CONTRACTOR acknowledges that the Architect’s or Engineer’s approval and/or signature of the CONTRACTOR’S Application shall not relieve or decrease the CONTRACTOR’S obligations under the Contract. Upon the Architect’s or Engineer’s

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approval of the CONTRACTOR’S Application, the Architect or Engineer shall forward such Application to the OWNER.

6.6 Certification Relating to Applications for Payment. Each Application for Payment shall be notarized and bear the signature of the CONTRACTOR’S Project Manager or of a more senior representative of the CONTRACTOR, which signature shall constitute the CONTRACTOR’S representation to the OWNER that the Work indicated in the Application has progressed to the level represented, has been properly and timely performed as required herein, that no Work has been included in the Application for Payment contrary to the request of the OWNER, or contrary to any provision of the Contract Documents, that expenses and costs claimed in the Application have been actually incurred, that all obligations of the CONTRACTOR covered by prior Applications have been paid in full, and that, to the best of the CONTRACTOR’S knowledge, information and informed belief, the amount requested is currently due and owing, there being no reason known to the CONTRACTOR that payment of any portion thereof should be withheld. Submission of the CONTRACTOR’S Application for Final Payment shall further constitute the CONTRACTOR’S representation to the OWNER that, upon receipt from the OWNER of the amount requested, all obligations of the CONTRACTOR to others incurred in connection with the Project will be paid in full within fourteen (14) days of such receipt. In the event that the OWNER becomes informed that any of the foregoing representations by the CONTRACTOR are wholly or partially inaccurate, the OWNER may withhold payment of sums then or in the future otherwise due to the CONTRACTOR until the inaccuracy, and the cause thereof, is corrected to the OWNER’s satisfaction.

6.7 Lien Releases and Verified List of SUBCONTRACTORS Each Application For Payment shall be accompanied by the CONTRACTOR’S and subcontractor’s lien releases and partial waivers of lien that are conditioned upon the CONTRACTOR’S receipt of payment from the OWNER, for the full amount of the payments made through the date of the Application For Payment and to be made under the current Application For Payment and the Work covered thereby. Provision of such lien releases and waivers of claim shall be a condition precedent to the OWNER’S duty to make payments to the CONTRACTOR.

The CONTRACTOR’S application for Final Payment shall be accompanied by final lien releases and waivers of claim from the CONTRACTOR and all subcontractors together with a verified list of all subcontractors, including suppliers of materials and systems incorporated into the Work. Provision of such final lien releases and waivers of claim and verified list shall be a condition precedent to Final Payment to the CONTRACTOR.

6.8 Discharge of Lien Claims. If any subcontractor refuses to furnish such evidence required by OWNER, CONTRACTOR may be required to either withhold payment from such subcontractor or furnish a bond, as approved by OWNER, in a form satisfactory to OWNER, to indemnify OWNER against any such lien. In the event a subcontractor or material supplier files a lien against the Project, CONTRACTOR shall promptly cause such lien to be formally released, bonded against or satisfied, and shall reimburse OWNER for all costs and expenses, including, but not limited to, reasonable attorneys' fees, and bonding and title indemnity expenses incurred by it in contesting, discharging, releasing or satisfying such lien or defending or otherwise participating in such suit.

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OWNER shall have the right to retain out of any payment then or thereafter to become due to CONTRACTOR one hundred fifty (150%) percent of the amount claimed to indemnify OWNER against any lien that may appear in favor of any person claiming by or under the CONTRACTOR, which amount shall include reasonable allowances for the estimated costs, including, but not limited to, attorneys' fees to defend any action in connection therewith or deposits which need to be made to have such lien released against the Project. CONTRACTOR shall similarly indemnify and protect and defend OWNER in respect of any lien in favor of any person claiming by or under it, including, among others, its subcontractors or its and their material suppliers that may appear after final payment is made.

6.9 Payment of Applications for Payment. The OWNER shall make payment to the CONTRACTOR within sixty (60) days following the Architect’s or Engineer’s executed approved payment request being supplied to the OWNER. The amount of each such payment shall be the amount approved for payment by the Architect or Engineer, less such amounts, if any, otherwise owed by the CONTRACTOR to the OWNER or which the OWNER shall have the right to withhold as authorized by this Contract. If the application is not in proper order or is not supported by all required documentation, then the OWNER shall notify the CONTRACTOR of such deficiency and the time for payment of such application, or any applicable part thereof, shall be extended by the amount of time required to cure such deficiencies.

6.10 Withholding of Payment. Any provision of the Contract Documents notwithstanding, the

OWNER shall not be obligated to make a payment or payments to the CONTRACTOR which is otherwise due if, and for so long as, any one or more of the conditions set forth in this paragraph exists.

(i) CONTRACTOR’S Application for Payment is not in the form or supported by the documentation required by this Contract.

(ii) Any part of such payment is attributable to Work which is defective or not strictly conforming to the requirements of the Contract Documents.

(iii) CONTRACTOR has failed to make payments promptly to its subcontractors, consultants, employees, or others performing services in connection with the Project.

(iv) Reasonable evidence exists of damage or loss to OWNER or to a third-party to whom OWNER is or may be liable, unless such liability has been accepted by CONTRACTOR’s insurer.

(v) Reasonable evidence exists that the Work cannot be completed within the Contract Time, and that the unpaid balance would be inadequate to cover actual damages or, if applicable, liquidated damages, for the anticipated delay.

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(vi) Reasonable evidence exists that the Work cannot be completed for the unpaid balance of the Contract Sum.

(vii) CONTRACTOR is in default of any material obligations under the

Contract Documents, after written notice by the OWNER of such default to CONTRACTOR, and the CONTRACTOR has been given a reasonable opportunity to cure such default.

In the event that any of the foregoing conditions exist, the OWNER shall be entitled to withhold from any sum then due or thereafter to become due, including from retained sums, an amount sufficient in the reasonable judgment of the OWNER to satisfy, discharge and defend against such claims and to make good any losses, prospective losses, costs, attorney’s fees, and other expenses which may result from the existence of such conditions.

All other amounts due to the CONTRACTOR shall be paid as and when due.

6.11 Retainage. OWNER shall withhold ten percent (10%) of each progress payment until Final Completion of the Work. At the sole discretion of the OWNER, the retainage may be reduced to five (5%) percent upon substantial completion of the project. The remaining retainage, after appropriate reductions, if any, would be due, but only upon final acceptance and completion of punch list items. All amounts retained by OWNER shall be retained until Final Completion of the Work and CONTRACTOR has signed its Release and Final Waiver of Lien; provided, however, that OWNER may, at its option, reduce or release retention for those subcontractors mutually agreed to by OWNER and CONTRACTOR who have completed their portion of the Work provided that: (i) such work has been approved by Architect or Engineer; (ii) each such subcontractor has signed a Release and Final Lien Waiver; (iii) the Work is progressing satisfactorily in accordance with the Construction Progress Schedule; and (iv) such reduction or release does not, in OWNER's opinion, increase OWNER's financial risk on the Project. As a condition of the release of any retention to a subcontractor before the completion of the Project, the subcontractor shall agree that the period of duration of any warranties made by it will not commence until the completion of all the Work.

6.12 "Final Completion" shall be defined as such time as CONTRACTOR obtains a final

Certificate of Completion from Architect or Engineer, and the CONTRACTOR submits to the OWNER and OWNER approves: (a) Release and Final Lien Waivers from CONTRACTOR and all subcontractors and material suppliers, in form and substance satisfactory to OWNER; (b) CONTRACTOR'S affidavit that all payrolls, bills for materials and equipment, and other indebtedness incurred by, through or under CONTRACTOR in connection with the Work (excluding Work pursuant to warranties and guaranties), have been paid or otherwise satisfied or, if not so paid or satisfied, that amounts satisfactory to OWNER, in OWNER's sole discretion, have been withheld to protect itself from any claims resulting therefrom, including, but not limited to, attorney’s fees; (c) all CONTRACTOR'S as built drawings, records and related data have been delivered to OWNER in both full-size electronic (pdf) and electronic drawing (AutoCAD) formats; (d) all guarantees and warranties to which OWNER is entitled hereunder have

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been submitted; (e) all other customary permits, approvals, certificates and authorizations required by any authority having jurisdiction over the Project have been issued; and (f) all other documentation reasonably required by OWNER has been supplied.

6.13 The acceptance of final payment shall constitute a waiver of all claims by the

CONTRACTOR except those previously made in writing and identified by the CONTRACTOR as unsettled at the time of the final Application for Payment.

6.14 If within sixty (60) days from the date payment to the CONTRACTOR is due pursuant to this Contract, OWNER, without cause or basis hereunder, fails to pay CONTRACTOR any amounts then due and payable to CONTRACTOR, after giving OWNER ten (10) days prior written notice of CONTRACTOR’s intent to cease work, CONTRACTOR shall have the right to cease work until such payment is made.

6.15 When payment is received from the OWNER, the CONTRACTOR, within fourteen (14) days of receipt of the funds, shall pay all subcontractors, materialmen, laborers and suppliers the amounts they are due for the work covered by such payment. In the event the OWNER becomes informed that the CONTRACTOR has not paid a subcontractor, materialman, laborer, or supplier as provided herein, the OWNER shall have the right, but not the duty, to issue further checks and payment to the CONTRACTOR of amounts otherwise due hereunder naming the CONTRACTOR and any such subcontractor, materialman, laborer, or supplier as joint payees. Such joint check procedure, if employed by the OWNER, shall create no rights in favor of any person or entity beyond the right of the named payees to payment of the check and shall not be deemed to commit the OWNER to repeat the procedure in the future.

6.16 Neither payment to the CONTRACTOR, utilization of the Project for any purpose by the

OWNER, nor any other act or omission by the OWNER shall be interpreted or construed as an acceptance of any work of the CONTRACTOR not strictly in compliance with this Contract.

6.17 The OWNER shall have the right to refuse to make payment and, if necessary, may demand the return of a portion or the entire amount previously paid to the CONTRACTOR due to:

6.17.1 The quality of a portion, or all, of the CONTRACTOR’s work not being in accordance with the requirements of this contract.

6.17.2 The quality of the CONTRACTOR’S work not being as

represented in the CONTRACTOR’S Payment Request, or otherwise;

6.17.3 The CONTRACTOR’S rate of progress being such that, in the

OWNER’S opinion, accepted final completion, or both, may be inexcusably delayed;

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6.17.4 The CONTRACTOR’S failure to use Contract funds, previously paid the CONTRACTOR by the OWNER, to pay CONTRACTOR’s Project-related obligations including, but not limited to, subcontractors, laborers and material and equipment suppliers;

6.17.5 Claims made, or likely to be made, against the OWNER or its property;

6.17.6 Loss caused by the CONTRACTOR;

6.17.7 The CONTRACTOR’S failure or refusal to perform any of its obligations to the OWNER.

In the event that the OWNER makes written demand upon the CONTRACTOR for amounts previously paid by the OWNER as contemplated in this Section 6.16, the CONTRACTOR shall promptly comply with such demand.

SECTION 7

SUBCONTRACTS

7.1 Prior to awarding any subcontract, CONTRACTOR shall notify OWNER and Architect or Engineer of the name of each proposed subcontractor and the amount of the subcontract.

Upon request by OWNER, CONTRACTOR shall provide a copy of the proposed agreement between CONTRACTOR and subcontractor. Failure to provide such agreements shall constitute a material default of this Contract. OWNER shall have the right to reject any subcontractor who does not establish to the satisfaction of OWNER its experience, competence and financial ability to perform the Work. OWNER agrees to act diligently upon receipt from CONTRACTOR of the names of proposed subcontractors and shall not delay the award of any subcontract to a subcontractor deemed acceptable to

OWNER.

7.2 If OWNER disapproves of a proposed subcontractor, it may direct the CONTRACTOR to award such work to an alternate subcontractor of OWNER's choosing provided that if an increase in the cost of performing the Work or furnishing the materials caused by the award of such subcontract to the alternate subcontractor shall result, OWNER shall have the option to permit the original subcontractor to work or approve a Change Order in accordance with Article 8 and an appropriate adjustment of the Contract Sum.

7.3 By appropriate written agreement, CONTRACTOR shall require each subcontractor, to the extent of the Work to be performed by the subcontractor, to be bound to the CONTRACTOR by the terms of the Contract Documents, and to assume toward the CONTRACTOR all obligations and responsibilities which the CONTRACTOR assumes toward the OWNER. CONTRACTOR shall make available to each subcontractor copies of the Contract Documents to which the subcontractor will be bound.

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7.4 All subcontracts and purchase orders shall include provisions that: (a) they are assignable to OWNER, or to another CONTRACTOR designated by OWNER, without consent of the subcontractor; (b) that upon such an assignment becoming effective such subcontractor will be bound to OWNER or such CONTRACTOR designated by OWNER as fully and in the same manner as such subcontractor is bound to CONTRACTOR under such subcontract;

and (c) that upon such assignment becoming effective all sureties of the obligations of such subcontractor shall be bound to OWNER or such CONTRACTOR designated by OWNER as fully and in the same manner as such sureties are bound to the CONTRACTOR. The assignment of such subcontracts shall not become effective unless an event of default has occurred hereunder and OWNER has terminated this Contract.

7.5 CONTRACTOR shall include in its subcontracts all requirements concerning affirmative action and equal employment opportunity set forth in Section 9 herein and require that subcontractors submit all applicable forms.

7.6 The CONTRACTOR shall ensure that all subcontractors comply with the same insurance requirements the CONTRACTOR is required to meet.

7.7 Subcontractors shall not contract with another subcontractor to work on the project unless

OWNER agrees in writing. Upon OWNER’s request, the initial subcontractor shall provide a copy of said subcontract to OWNER.

SECTION 8

CHANGE ORDERS

8.1 One or more changes to the work within the general scope of this Contract may be ordered by Change Order. The CONTRACTOR shall proceed with any such changes, and same shall be accomplished in strict accordance with the following terms and conditions:

8.1.1 Change Order shall mean a written order to the CONTRACTOR executed by the OWNER and the Engineer after execution of this Contract, directing a change in the work and may include a change in the contract price or the time for the CONTRACTOR’S performance, or any combination thereof.

8.1.2 Any change in the contract price resulting from a Change Order shall be determined as follows:

1. By mutual agreement between the OWNER and the CONTRACTOR as evidenced by: (a) the change in the contract price being set forth in the Change Order; (b) such change in the contract price, together with any conditions or requirements relating thereto, being initialed by

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both parties; and (c) the CONTRACTOR’S execution of the Change Order; or,

2. If no mutual agreement occurs between the

OWNER and the CONTRACTOR, the change in the contract price, if any, shall be derived by determining the reasonable actual costs incurred or savings achieved, resulting from revisions in the work. Such reasonable actual costs or savings may include a component for overhead and profit, but shall not include other indirect costs or components. Any such costs or savings shall be documented in the format, with such content and detail as the OWNER or engineer requires.

3. For all extra work by Change Order or by

Change Order directive performed directly by the CONTRACTOR, the gross cost to the OWNER shall include the net cost of the work to the CONTRACTOR plus an allowance for overhead and profit not to exceed fifteen (15%) percent of the net cost.

4. For all extra work by Change Order directive performed directly by a subcontractor, the subcontractor’s gross cost shall include the net cost of the work to the subcontractor plus an allowance for overhead and profit not to exceed fifteen (15%) of the subcontractor’s net cost.

The CONTRACTOR’S gross cost to the OWNER shall include the subcontractor’s gross cost plus an allowance for overhead and profit not to exceed ten (10%) percent of the subcontractor’s gross cost. In no case shall the total allowance for overhead and profit exceed twenty-five (25%) percent of the net cost of the work.

5. Net cost of deleted or extra work shall be limited to cost of materials, including cost of delivery, cost of labor, social security, unemployment insurance and fringe benefits under collective bargaining agreements;

workmen’s compensation insurance; bond premium; and rental value of power tools and

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equipment. When both additions and deductions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of net increase or decrease, if any.

6. Overhead shall include supervision, superintendence, wages of timekeepers, watchmen and clerks, hand tools, incidentals, general office expense and all other expenses not included in net cost and attributable to the change.

7. Gross costs shall be net costs plus overhead and profit.

8.1.3 The execution of a Change Order by the CONTRACTOR shall constitute conclusive evidence of the CONTRACTOR’S agreement to the ordered changes in the work, this Contract as thus amended, the contract price and the time for performance by the CONTRACTOR. The CONTRACTOR, by executing the Change Order, waives and forever releases any claim against the OWNER for additional time or compensation for matters relating to or arising out of or resulting from the work included within or affected by the executed Change Order.

8.1.4 The CONTRACTOR shall notify and obtain the consent and

approval of the CONTRACTOR’S surety with reference to all Change Orders if such notice, consent and approval are required by the OWNER, the engineer, and the CONTRACTOR’S surety or by law. The CONTRACTOR’S execution of a Change Order shall constitute the CONTRACTOR’S warranty to the OWNER that the surety has been notified of, and consents to, such Change Order and the surety shall be conclusively deemed to have been notified of such Change Order and to have expressly consented thereto.

SECTION 9

LAWS REQUIRING MANDATORY COMPLIANCE

BY ALL CONTRACTORS

9.1 Non-Discrimination and Affirmative Action. CONTRACTOR agrees, unless exempt, to comply with Executive Order 11246 and the applicable federal regulation pertaining to nondiscrimination and affirmative action (generally Part 60-1 of Title 41 of the Code of Federal Regulations), but not limited to the Equal Opportunity Clause (41 C.F.R. Paragraph 60-1.4). which is incorporated by reference, the Affirmative Action Clause for

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Handicapped Workers (41 C.F.R. Paragraph 60-741.4) which is incorporated by reference, and the Americans with Disabilities Act, 42 U.S.C., Section 12101 et seq. and the applicable Federal regulations. CONTRACTOR further agrees, unless exempt, to comply with the Pennsylvania Nondiscrimination Clause (16 Pennsylvania Code Paragraph 49.101 (D), which is incorporated by reference. Pursuant to the provisions of Act No. 222, October 27, 1955, as amended by Act No. 19, February 28, 1961, and in accordance with the provisions of the Governor's Code of Fair Practice, effective June 6, 1963, and the Regulations of the Pennsylvania Human Relations Commission, as approved by the Public Works Project will contain the following items:

“Nondiscrimination Provision. CONTRACTOR agrees that CONTRACTOR will comply with the provisions of the Pennsylvania Human Relations Act in providing equal employment opportunities in connection with all work performed by CONTRACTOR or any subcontractor or supplier at the job site pursuant to this Contract.”

Further, CONTRACTOR agrees that it will comply with the Non-Discrimination Policy of

OWNER which provides that in the performance of this Contract, CONTRACTOR will provide equal opportunity for all citizens regardless of race, color, religion, sex, sexual orientation, gender, gender expression, gender identity, national origin, or handicap/disability.

9.2 Americans With Disabilities Act. CONTRACTOR shall comply with the Americans with Disabilities Act of 1990 as enacted, and from time to time amended, and any other applicable federal regulation. A signed, written certificate stating compliance with the Americans with Disabilities Act may be required, upon request by the OWNER.

9.3 Licensing. CONTRACTOR represents that it possesses any license or permits that may be required to perform its Contract work.

9.4 OSHA. CONTRACTOR shall comply with all applicable requirements of the

Occupational Safety and Health Act, 29 U.S.C. 15, in performance of the work and services of this Contract.

SECTION 10

CLAIMS BY CONTRACTOR

10.1 Claims by CONTRACTOR against OWNER are subject to the following terms and conditions:

10.1.1 All CONTRACTOR claims against OWNER shall be initiated by a written notice from CONTRACTOR and submitted to OWNER and Architect or Engineer. Such claim shall be received by OWNER and Architect or Engineer no later than seven (7) calendar days after the event giving rise to the claim or the first appearance of the circumstances, causing the claim, and said written notice shall set

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forth in detail all known facts and circumstances supporting the claim;

10.1.2 CONTRACTOR and OWNER shall continue their performance

hereunder regardless of the existence of any claims submitted by

CONTRACTOR;

10.1.3 In the event CONTRACTOR seeks to make a claim for an increase in the Contract Price, as a condition precedent to any liability of OWNER therefore, CONTRACTOR shall strictly comply with the requirements of Section 10.1A and such claim shall be made by CONTRACTOR before proceeding to execute any additional or changed work. Failure of the condition precedent to occur shall constitute a waiver by CONTRACTOR of any claim for additional compensation;

10.1.4 In connection with any claim by CONTRACTOR against OWNER for compensation in excess of the Contract Price, any liability of OWNER for CONTRACTOR’S cost shall be strictly limited to direct cost incurred by CONTRACTOR and shall in no event include indirect cost or consequential damages of the CONTRACTOR. OWNER shall not be liable to CONTRACTOR for claims of third-parties including subcontractors, unless and until liability of the CONTRACTOR has been established therefore in a court of competent jurisdiction;

10.1.5 In the event CONTRACTOR should be delayed in performing any task which at the time of the delay is then critical, or which during the delay becomes critical, as the sole result of any act or omission by OWNER or someone acting in OWNER’S behalf, or by OWNER authorized Change Orders, unusually bad weather not reasonably anticipatable, fire or other Acts of God, the date for achieving Substantial Completion, or, as applicable, Final Acceptance, shall be appropriately adjusted by OWNER upon the written claim of CONTRACTOR to OWNER and the Architect or Engineer. A task is critical within the meaning of this Section 10.1E if, and only if, said task is on the critical path of the Project schedule so that a delay in performing such task will delay the ultimate completion of the Project. Any claim for an extension of time by CONTRACTOR shall strictly comply with the requirements of Section 10.1A. If CONTRACTOR fails to make such claim as required in this Section 10.1E, any claim for an extension of time shall be waived; and

10.1.6 OWNER shall not be liable to CONTRACTOR or any subcontractor for claims or damages of a monetary nature or any other nature caused by or arising out of delays contemplated or not contemplated

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at the signing of this Contract. The sole remedy against OWNER shall be the allowance to the CONTRACTOR of additional time for completion of the work.

Further, OWNER is not responsible for delays so long as performance is hindered or prevented by unavoidable delay defined as a natural disaster; act of God; pandemic; strike; lockout or labor dispute; governmental regulation, restriction or control; enemy or hostile action; civil riot; fire; flood; nuclear accident; or action or inaction of third parties or governmental entities, so long as such delays are not caused by an action or failure to act by OWNER in an essential matter necessary to the prosecution of the project.

SECTION 11

ADDITIONAL OBLIGATIONS OF CONTRACTOR

11.1 The CONTRACTOR shall comply with all applicable Pennsylvania Statutes, Administrative Regulations and Proclamations, including the payment of any prevailing wage rates required by law.

11.2 CONTRACTOR acknowledges that the Work will be performed in and around an active airport and that it must cooperate fully with the OWNER and Architect or Engineer with respect to any and all directives required to insure the safety of OWNER’S employees, customers, airline employees, and the public.

11.3 CONTRACTOR shall confine operations at the site to areas permitted by the OWNER and

Architect or Engineer and applicable ordinances and permits and shall not unreasonably encumber the site with its equipment and materials.

11.4 CONTRACTOR shall require all personnel, including subcontractors, working on the site to carry photo ID identifying which entity the employee works for, and said ID shall be visible at all times the employee is on the site.

11.5 CONTRACTOR shall keep the site and surrounding areas free from accumulation of waste material and rubbish caused by its operations under this Contract. At the end of each working day, CONTRACTOR is responsible for leaving the site in clean and good condition. Upon final completion, and prior to final payment, CONTRACTOR shall thoroughly clean the Project site of all debris, trash and excess materials or equipment.

11.6 At all times relevant to this Contract, the CONTRACTOR shall permit the OWNER and the Engineer or Architect, the Federal Aviation Administration, the PennDOT Bureau of Aviation (or their respective agents and representatives) or others as required to enter upon the Project site and to review and/or inspect the Work without formality or other procedure.

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11.7 Smoking, drinking of alcoholic beverages and use of illegal drugs on or near the site is strictly prohibited.

11.8 CONTRACTOR shall keep full and detailed accounts as may be necessary to cover financial management under this Contract. Representatives of OWNER shall be afforded access to such records and related documents. CONTRACTOR shall preserve such items for three (3) years after final payment.

SECTION 12

CONTRACTOR' S WARRANTIES AND GUARANTY

12.1 Unless a longer period of time is designated in the Contract Documents, or required by existing law or judicial determination, CONTRACTOR hereby guarantees all Work performed under the Contract Documents against defects due to faulty or defective materials or workmanship, or failure of the Work to conform to the Contract Documents, as shall appear within a period of one year from the date of Final Completion of the Project.

CONTRACTOR shall require a similar warranty in all subcontracts, including the requirement that OWNER be reimbursed for any damage or loss to the Work resulting from such defects. CONTRACTOR agrees to repair or remove or replace as directed by OWNER all Work which is defective or which fails to conform to the Contract Documents;

to repair, remove and replace as directed by OWNER all damaged portions of the Work resulting from or which is incidental to defects in the Work as stated above in this Section 12, or failure of the Work to conform to the Contract Documents. All repairs, removals and replacements must be commenced after written notice from OWNER as soon as reasonably practicable (but no later than 30 days from such written notice) having due regard to the circumstances and the nature of the defect and workmen and materials sufficient in the opinion of OWNER, in OWNER'S sole discretion, must be furnished to ensure prompt completion thereof. Should CONTRACTOR fail to proceed in accordance with the provisions of this Section 12, OWNER without further notice to CONTRACTOR may furnish all labor and material necessary for said repairs, or removals and replacements.

CONTRACTOR agrees that the repair, replacement or removal of such faulty or defective material or workmanship shall be at no cost to OWNER and further that OWNER shall be reimbursed for any damage or loss to the Work resulting from such defects sustained by

OWNER.

12.2 CONTRACTOR shall deliver to OWNER all warranties and guarantees, together with appropriate assignments, as provided in the Contract Documents, at the time and in the manner that may be prescribed therein. Notwithstanding anything to the contrary in the General Conditions, the warranties and guarantees of the CONTRACTOR and all subcontractors and suppliers under this Section 12 shall extend to all materials purchased by CONTRACTOR pursuant to the provisions thereof and shall be for the benefit of

OWNER.

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12.3 It is understood that the provisions of this Section 12 generally limiting CONTRACTOR'S warranties to a one-year period shall not apply with respect to CONTRACTOR's warranty that the work is in compliance with the laws as set forth in Paragraph 3.5 hereof.

12.4 The OWNER may, but shall in no event be required to, choose to accept defective or nonconforming work. In such event, the Contract Price shall be reduced by the greater of

(1) the reasonable costs of removing and correcting the defective or nonconforming work, and (2) the difference between the fair market value of the Project as constructed and the fair market value of the Project had it not been constructed in such a manner as to include defective or nonconforming work. If the remaining portion of the unpaid Contract Price, if any, is insufficient to compensate the OWNER for the acceptance of defective or nonconforming work, the CONTRACTOR shall, upon written demand by the OWNER, pay the OWNER such remaining compensation for accepting defective or nonconforming work.

SECTION 13

ASSIGNMENT

13.1 OWNER and CONTRACTOR each bind themselves, their successors, assigns and legal representatives to the other party hereto, and to the successors, assigns and legal representatives of such…