Common use of Design and Construction Clause in Contracts

Design and Construction. ▇▇▇▇▇▇ agrees to construct an 11,838 sq. ft. facility or facilities on the Premises shown on Exhibit "A". LESSEE warrants that the improvements, when completed, will be necessary or useful in its development for use by LESSEE for its purposes. ▇▇▇▇▇▇ agrees to proceed diligently to complete the improvements. It shall be considered an event of default under this Agreement if construction of the facilities on the Premises has not commenced within one hundred eighty (180) days from the commencement of the Initial Term of this Agreement, and shall be treated as an event of default, with notice of default given to LESSEE by LESSOR as set for under Section 32, Cancellation by Lessor. It shall be considered an event of default under this Agreement if a certificate of occupancy is not issued by the City of Wichita for the facilities on the Premises within twelve (12) calendar months from the issuance of construction notice-to- proceed, and shall be treated as an event of default with notice of default given to LESSEE by ▇▇▇▇▇▇. LESSOR may extend such time periods in writing at its complete discretion. If the Agreement is cancelled due to failure to construct and complete the facilities as set forth in this Section, LESSEE shall, at LESSOR’S election at LESSEE’s sole expense, be required to restore the Premises to a like and comparable condition as existed at the commencement date of this Agreement within a time period of ninety (90) calendar days from expiration of LESSEE’S opportunity to cure as set out in Section 32, Cancellation by Lessor. At the end of the ninety (90) day period described above, LESSEE shall vacate the Premises, and LESSOR shall be entitled to complete the restoration work at LESSEE’S expense, plus an additional twenty percent (20%) administrative fee to be paid by LESSEE directly to LESSOR. The parties recognize that the Premises are unique property of substantial value, and stipulate that injunctive relief is appropriate to enforce the provisions of this Section. Irrespective of the performance under this Section, LESSEE shall be obligated for all rental payments under this Agreement until the Premises are both restored and vacated. ▇▇▇▇▇▇ agrees to and shall design and construct facilities and improvements on the Premises subject to the LESSOR’S express approval of LESSEE’S proposed plans and specifications, with adherence to the terms and conditions of this Agreement and to any additional design and construction standards, Airport Standard Operating Procedures, Airport Minimum Standards, Airport Security Program, and all other applicable regulations, codes and requirements set out by LESSOR. Plans and specification review submittals shall follow accepted practice for such deliverables, and the LESSOR shall provide comments, as applicable, on each submittal. Upon the LESSOR’s reasonable request, the LESSEE shall provide additional or supplemental submittals, as may be reasonably required, to fully understand the proposed improvements. No above-ground wires or other utilities shall be installed on the Premises. LESSEE shall construct and maintain at its own expense, paved taxiway access from ▇▇▇▇▇▇’s apron to the Airport’s existing taxiway system. All aircraft pavement provided by LESSEE shall be designed and constructed in full conformance with applicable LESSOR and FAA standards for the largest type of aircraft expected to use the premises. LESSEE shall provide a storm water management plan developed by an engineer familiar with storm water management must be submitted as part of the preliminary plan review process. Storm water management facilities shall be designed and maintained in accordance with guidelines established by the City of Wichita, the Wichita Airport Authority, and the Federal Aviation Administration. No construction, development or subsequent activities shall be allowed to cause adverse drainage issues such as erosion, blocking the flow of water, etc. Upon LESSOR’S approval of facilities and improvements plans and specifications and upon approval and issuance of required building permits by the City of Wichita Office of Central Inspection, the LESSEE and LESSEE’s employees, contractors, subcontractors, suppliers, agents, customers, business invitees, and/or representatives shall have the right to enter upon the Premises and commence construction. Stormwater best management practices (BMPs) shall be installed and maintained as required by LESSOR, and other federal, state, and local agencies having regulatory jurisdictional authority. For any construction on the Premises, LESSEE shall purchase and maintain a builder’s risk insurance policy, or require its prime contractor to carry such a policy, in a sum equal to the full project replacement value, with insurer licensed in the State of Kansas. This coverage shall be in effect from the date of the construction notice-to-proceed and until all financial interest ceases. The Wichita Airport Authority and the City of Wichita shall be named as additional insured on such policies. LESSEE agrees: (1) construction shall be administered and observed on-site by construction and/or design professionals to ensure compliance with the approved plans and specifications; (2) proposed construction modifications, amendments or changes to the LESSOR approved plans and specifications shall be submitted to LESSOR for prior approval; (3) shall install a construction fence or construction barricade surrounding the construction site for the duration of the construction period at LESSEE’s expense (4) to repair or replace, at LESSEE’s expense and to LESSOR’s satisfaction, property damaged in the construction of the facilities and improvements by ▇▇▇▇▇▇, its contractors, agents or employees; and (5) to provide LESSOR, within ninety (90) days following occupancy of the facilities, a complete reproducible set of as- built record drawings and an electronic file containing the same in a format specified by ▇▇▇▇▇▇, along with a certification of project costs for all permanent improvements. Upon completion of the facility, LESSEE shall furnish a letter to LESSOR warranting that: (1) the improvements have been completed in accordance with the plans and specifications; (2) the improvements have been completed in a good and skilled manner; (3) no liens have been filed, nor is there any basis for the filing of such liens with respect to the improvements; and (4) all improvements constituting a part of the project are located or installed upon the Premises. Inaccurate or false certifications under this Section shall be a breach of this Agreement which the parties agree may only be remedied by specific performance whenever discovered. This obligation to cure deficiencies in the improvements to the Premises by performance in a good and skilled manner shall survive this Agreement. The approvals of this Section shall be deemed approval by the Wichita Airport Authority, as LESSOR, in its capacity as a property owner and landlord, but shall not be deemed approvals as required for the Zoning Code, Building Code, or any other approval required by the City of Wichita in a regulatory or governmental capacity. Notwithstanding any other indemnity provision, LESSEE shall indemnify and hold the LESSOR harmless for any liability for regulatory or governmental approvals or the failure to obtain the same. LESSEE shall be responsible for obtaining all permits and approvals required for the construction, maintenance, operation and use of all facilities on the Premises. Improvements within the secured area and AOA shall conform to Federal Aviation Administration and Transportation Security Administration regulations, standards and criteria for design, construction, inspection and testing. LESSEE shall use reasonable efforts to coordinate the construction of the improvements with time schedules established by the LESSOR, should other construction be occurring at the Airport which may be impacted by this project; provided that LESSEE shall not be liable for any delays in construction occasioned by this coordination with the LESSOR that are outside of the control of the LESSEE. LESSOR, at its sole expense, shall provide improvements to the Premises as outlined in Exhibit “C”, attached hereto and made a part hereof.

Design and Construction. ▇▇▇▇▇▇ agrees 10.1 The Concessionaire shall be responsible for the design, construction, completion, commissioning and testing of the Works which shall be carried out subject to construct Clauses 10.4 and 14 (Government‟s Changes] in strict accordance with the Technical Requirements, the Design and Certification Procedure and the Government‟s Review Procedure. Notwithstanding any examination by the Government‟s Agent, the Concessionaire‟s responsibility under this Concession Agreement shall not be relieved or absolved or otherwise modified. 10.2 The Concessionaire has, prior to the date of this Concession Agreement, caused the appointment of the Designer who shall prepare and supervise the preparation of the Detailed Design, subject to Clauses 10.4 and 14, in accordance with the Technical Requirements and comply with the Design and Certification Procedure. The Designer has, prior to the execution of this Concession Agreement, appointed the Checker who shall check the Detailed Design and comply with the Design and Certification Procedure. The Concessionaire shall be responsible for ensuring that both the Designer and the Checker comply with the obligations imposed upon them in accordance with the Design and Certification Procedure. 10.3 The Concessionaire shall not permit the Contractor to commence construction of any part of the Works until the relevant Design Certificate and Check Certificate shall have been submitted to the Government‟s Agent in accordance with the Design and Certification Procedure. Design Data the subject of a certificate which has been submitted to the Government‟s Agent in accordance with the Design and Certification Procedure shall not be departed from otherwise than in accordance with Clauses 10.4 and 14 (Government‟s Changes 10.4 If the Concessionaire proposes to vary or amend the Technical Requirements or to develop specifications in accordance with Section 3.4.2 of Schedule 3, Part 2 such proposal together with all supporting Design Data and together with an 11,838 sqexplanation of the reasons therefor, Including if appropriate the Designer‟s comments, shall be submitted under cover of a submission document by or through the Concessionaire as a proposed Concessionaire‟s Change in accordance with the Government‟s Review Procedure. ft. facility The Concessionaire shall not proceed to implement a proposed Concessionaire‟s Change unless and until there has been no objection in accordance with the Government‟s Review Procedure and the relevant Concessionaire‟s Change Certificate has been issued by the Designer. 10.5 The Concessionaire may object to any of the Government‟s Requirements or facilities any Government‟s Change but only on the Premises shown on Exhibit "A"grounds of stability, safety or practicability, in which event the Concessionaire shall make a submission to the Government‟s Agent setting out its objections and its alternative proposals. LESSEE warrants Such objection and proposals shall be dealt with in accordance with the Government‟s Review Procedure save that if the Government‟s Agent does not accept that the improvementsobjection to the Government‟s Requirement or Government‟s Change is proper or that the proposals are appropriate, when completed, then the matter shall be referred to the Disputes Resolution Procedure with power to require the Government to amend the Government‟s Requirements or Government‟s Change if thought fit. 10.6 The Concessionaire shall not make any payment to the Contractor in respect of a Milestone (as defined In the Construction Contract) nor shall a substantial completion certificate for the purposes of the Construction Contract be issued unless and until the Designer has issued a Construction Certificate for the Works or the part in respect of which the Contractor has requested payment or the issue of a substantial completion certificate as the case may be. 10.7 The Concessionaire warrants that: 10.7.1 it has fully considered and understood the Government‟s Requirements; and 10.7.2 the design of the Works will In all respects meet the requirements of this Concession Agreement and in particular the Technical Requirements; and 10.7.3 the Permanent Works and Temporary Works will comprise only materials and goods which will be necessary or useful of sound and merchantable quality and have been manufactured and prepared in its development for use by LESSEE for its purposes. ▇▇▇▇▇▇ agrees accordance with the Technical Requirements and in particular with the quality assurance procedures to proceed diligently be established pursuant to complete the improvements. It Clauses 13.4 and 13.5 [Programmes and Quality Assurance] and all workmanship shall be considered an event in accordance with sound construction practice applicable at the time of default construction and the Permanent Works will comprise only materials and goods which are new; and 10.7.4 the Concessionaire will at all times comply with the requirements of the Government‟s Agent as permitted under this Concession Agreement if and the Requirements of Interested Parties and any Statutory Requirement and where design, workmanship, methods of construction, materials, Plant, commissioning, testing or maintenance are to be reviewed by the Government‟s Agent or other Interested Parties timeous notice will be given so as to enable such review to be carried out; and 10.7.5 the design of the Works and each part thereof will meet in an respects the requirements for adequacy, stability and safety provided for in the Technical Requirements and the standards: 10.7.5.1 in the case of the loading requirements relating to vehicles using the Second Crossing, and of the requirements relating to shipping impact resistance, stated in the Government‟s Requirements; 10.7.5.2 in the case of [STANDARDS], codes of practice and other relevant international standards, insofar as they relate to design, promulgated at the date of this Concession Agreement; 10.7.5.3 in all other cases, applying at the date of execution of the Works. 10.8 The Concessionaire shall indemnify the Government against all claims, losses, costs and expenses brought or alleged by third parties prior to the expiry of the Concession Period which may arise out of or in connection with any breach of the warranties set out in Clause 10.7. 10.9 The Concessionaire shall supply such evidence as to its ability to meet its obligations under Clause 10.8 as the Government may reasonably request from time to time. 10.10 From the date of execution of this Concession Agreement until the issue of the maintenance certificate under the Construction Contract the Concessionaire shall submit to the Government‟s Agent 5 copies of: 10.10.1 a formal monthly progress report together with 8 copies of an abbreviated version thereof to be passed by the Government‟s Agent to the Technical Panel, covering all relevant aspects of the Works and highlighting all actual or potential departures from the Works Programme and all grounds for a substantial Dispute which have occurred or which may reasonably be foreseen as likely to occur and all substantial disagreements between the Concessionaire, the Contractor, the Designer or the Checker material to the design or construction of the facilities on Work. The progress report shall state the Premises has not commenced within one hundred eighty (180) days from the commencement of the Initial Term of this Agreement, and shall proposed measures to be treated as an event of default, with notice of default given to LESSEE by LESSOR as set for under Section 32, Cancellation by Lessor. It shall be considered an event of default under this Agreement if a certificate of occupancy is not issued taken by the City of Wichita Concessionaire to overcome such departures or to resolve such grounds for the facilities on the Premises within twelve (12) calendar months from the issuance of construction notice-to- proceed, and shall be treated as an event of default with notice of default given to LESSEE by ▇▇▇▇▇▇. LESSOR may extend a Dispute; and 10.10.2 such time periods in writing at its complete discretion. If the Agreement is cancelled due to failure to construct and complete the facilities as set forth in this Section, LESSEE shall, at LESSOR’S election at LESSEE’s sole expense, be required to restore the Premises to a like and comparable condition as existed at the commencement date of this Agreement within a time period of ninety (90) calendar days from expiration of LESSEE’S opportunity to cure as set out in Section 32, Cancellation by Lessor. At the end of the ninety (90) day period described above, LESSEE shall vacate the Premises, and LESSOR shall be entitled to complete the restoration work at LESSEE’S expense, plus an additional twenty percent (20%) administrative fee to be paid by LESSEE directly to LESSOR. The parties recognize that the Premises are unique property of substantial value, and stipulate that injunctive relief is appropriate to enforce the provisions of this Section. Irrespective of the performance under this Section, LESSEE shall be obligated for all rental payments under this Agreement until the Premises are both restored and vacated. ▇▇▇▇▇▇ agrees to and shall design and construct facilities and improvements on the Premises subject to the LESSOR’S express approval of LESSEE’S proposed plans and specifications, with adherence to the terms and conditions of this Agreement and to any additional design and construction standards, Airport Standard Operating Procedures, Airport Minimum Standards, Airport Security Program, and all other applicable regulations, codes and requirements set out by LESSOR. Plans and specification review submittals shall follow accepted practice for such deliverables, and the LESSOR shall provide comments, as applicable, on each submittal. Upon the LESSOR’s reasonable request, the LESSEE shall provide additional or supplemental submittals, reports as may be reasonably required to be produced by the Concessionaire so as co comply with the Requirements of Interested Parties. 10.11 The form of the monthly progress reports, and of any other reports as may be required, to fully understand the proposed improvements. No above-ground wires or other utilities shall be installed on agreed with the Premises. LESSEE Government‟s Agent such agreement not to be unreasonably withheld; 10.12 The Concessionaire shall construct and maintain at its own expenseprocure that the Contractor shall, paved taxiway access from ▇▇▇▇▇▇’s apron in conjunction with the Government‟s Agent, brief the members of the Technical Panel as to the Airport’s existing taxiway system. All aircraft pavement provided by LESSEE shall be designed principal engineering and constructed in full conformance with applicable LESSOR and FAA standards for the largest type of aircraft expected to use the premises. LESSEE shall provide a storm water management plan developed by an engineer familiar with storm water management must be submitted as part operational aspects of the preliminary plan review process. Storm water management facilities shall be designed and maintained in accordance with guidelines established by Second Crossing if the City chairman of Wichitathe Technical Panel so requests within 6 months of execution of this Concession Agreement. 10.13 In the event of breach of any of Clauses 10.1 - 10.4 inclusive, the Wichita Airport Authorityprovisions set out in Schedule 3, Part 5, Paragraph 7 and the Federal Aviation Administration. No construction, development or subsequent activities following shall be allowed to cause adverse drainage issues such as erosion, blocking the flow of water, etc. Upon LESSOR’S approval of facilities and improvements plans and specifications and upon approval and issuance of required building permits by the City of Wichita Office of Central Inspection, the LESSEE and LESSEE’s employees, contractors, subcontractors, suppliers, agents, customers, business invitees, and/or representatives shall have the right to enter upon the Premises and commence construction. Stormwater best management practices (BMPs) shall be installed and maintained as required by LESSOR, and other federal, state, and local agencies having regulatory jurisdictional authority. For any construction on the Premises, LESSEE shall purchase and maintain a builder’s risk insurance policy, or require its prime contractor to carry such a policy, in a sum equal to the full project replacement value, with insurer licensed in the State of Kansas. This coverage shall be in effect from the date of the construction notice-to-proceed and until all financial interest ceases. The Wichita Airport Authority and the City of Wichita shall be named as additional insured on such policies. LESSEE agrees: (1) construction shall be administered and observed on-site by construction and/or design professionals to ensure compliance with the approved plans and specifications; (2) proposed construction modifications, amendments or changes to the LESSOR approved plans and specifications shall be submitted to LESSOR for prior approval; (3) shall install a construction fence or construction barricade surrounding the construction site for the duration of the construction period at LESSEE’s expense (4) to repair or replace, at LESSEE’s expense and to LESSOR’s satisfaction, property damaged in the construction of the facilities and improvements by ▇▇▇▇▇▇, its contractors, agents or employees; and (5) to provide LESSOR, within ninety (90) days following occupancy of the facilities, a complete reproducible set of as- built record drawings and an electronic file containing the same in a format specified by ▇▇▇▇▇▇, along with a certification of project costs for all permanent improvements. Upon completion of the facility, LESSEE shall furnish a letter to LESSOR warranting that: (1) the improvements have been completed in accordance with the plans and specifications; (2) the improvements have been completed in a good and skilled manner; (3) no liens have been filed, nor is there any basis for the filing of such liens with respect to the improvements; and (4) all improvements constituting a part of the project are located or installed upon the Premises. Inaccurate or false certifications under this Section shall be a breach of this Agreement which the parties agree may only be remedied by specific performance whenever discovered. This obligation to cure deficiencies in the improvements to the Premises by performance in a good and skilled manner shall survive this Agreement. The approvals of this Section shall be deemed approval by the Wichita Airport Authority, as LESSOR, in its capacity as a property owner and landlord, but shall not be deemed approvals as required for the Zoning Code, Building Code, or any other approval required by the City of Wichita in a regulatory or governmental capacity. Notwithstanding any other indemnity provision, LESSEE shall indemnify and hold the LESSOR harmless for any liability for regulatory or governmental approvals or the failure to obtain the same. LESSEE shall be responsible for obtaining all permits and approvals required for the construction, maintenance, operation and use of all facilities on the Premises. Improvements within the secured area and AOA shall conform to Federal Aviation Administration and Transportation Security Administration regulations, standards and criteria for design, construction, inspection and testing. LESSEE shall use reasonable efforts to coordinate the construction of the improvements with time schedules established by the LESSOR, should other construction be occurring at the Airport which may be impacted by this project; provided that LESSEE shall not be liable for any delays in construction occasioned by this coordination with the LESSOR that are outside of the control of the LESSEE. LESSOR, at its sole expense, shall provide improvements to the Premises as outlined in Exhibit “C”, attached hereto and made a part hereofapply.

Design and Construction. ▇▇▇▇▇▇ LESSEE agrees to construct an 11,838 a minimum of 16,040 sq. ft. facility or facilities on the Premises shown on Exhibit "A"" as ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. LESSEE warrants that the improvements, when completed, will be necessary or useful in its development for use by LESSEE for its purposesactivities allowed under this Agreement. ▇▇▇▇▇▇ LESSEE agrees to proceed diligently to complete the improvements. It shall be considered treated as an event of default under this Agreement if construction of the facilities or improvements on the Premises has not commenced within one hundred eighty twelve (18012) days months, or may be changed at the discretion of the Director of Airports, from the commencement date of the Initial Term of this Agreement, and . Such failure to commence construction shall be treated as an event of default, with notice of default given to LESSEE by LESSOR as set for under Section 3233, Cancellation by LessorCANCELLATION BY LESSOR. It shall be considered treated as an event of default under this Agreement if a certificate Certificate of occupancy Occupancy is not issued by the City of Wichita for the facilities facility improvements on the Premises within twelve twenty-four (1224) calendar months from the issuance of construction notice-to- proceed, and shall be treated as an event of default with notice of default given to LESSEE by ▇▇▇▇▇▇. LESSOR may extend such time periods in writing at its complete discretion. Prior to the construction of the new facility and improvements upon the Premises, LESSEE agrees to pay all costs incurred in connection with the demolition and the lawful removal of the existing structures, pavements and utilities located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ including disposal of materials contained upon or therein at approved construction and demolition landfill. LESSEE shall be responsible for repairs or replacement of any damaged paved surfaces or utilities as may be necessary to retain for future facility and improvements, and the construction shall be in full conformance with applicable LESSOR and FAA standards. LESSEE agrees to pay all costs for the termination or modification of any utilities on the Premises subject to the LESSOR’S express approval. If the Agreement is cancelled due to failure to construct and commence or complete the facilities construction as set forth in this Section, LESSEE shall, at LESSOR’S election at LESSEE’s sole expense, be required to restore the Premises to a like and comparable condition as existed at the commencement date of this Agreement Agreement. This restoration shall be completed within a time period of ninety (90) calendar days from expiration of LESSEE’S opportunity to cure as set out in Section 3233, Cancellation by LessorCANCELLATION BY LESSOR. At the end of the ninety (90) day period described above, LESSEE shall vacate the Premises, and LESSOR shall be entitled to complete the restoration work at LESSEE’S expense, plus an additional twenty percent (20%) administrative fee to be paid by LESSEE directly to LESSOR. The parties recognize that the Premises are unique property of substantial value, and stipulate that injunctive relief is appropriate to enforce the provisions of this Section. Irrespective of At LESSOR’s election, LESSOR shall have the option to complete the construction, utilizing the performance under this Sectionbonds to the extent available at LESSEE’s sole expense, as set forth in Section 20, CONSTRUCTION COSTS in lieu of restoration. LESSEE shall be obligated for all rental payments under this Agreement until the Premises are both restored and vacated. ▇▇▇▇▇▇ agrees to and shall design and construct facilities and improvements on the Premises subject to the LESSOR’S express approval of LESSEE’S proposed plans and specifications, with adherence . Such construction shall adhere to the terms and conditions of this Agreement and to any additional design and construction standards, Airport Standard Operating Procedures, Airport Minimum Standards, Airport Security Program, and all any other applicable regulations, codes and requirements set out by LESSORLESSOR or any governmental agency, or unit. Plans and specification review submittals shall follow accepted practice for such deliverables, and the LESSOR shall provide comments, as applicable, on each submittal. Upon the LESSOR’s reasonable request, the LESSEE shall provide additional or supplemental submittals, as may be reasonably required, to fully understand the proposed improvements. No above-ground wires or other utilities shall be installed on the Premises. LESSEE shall construct and maintain at its own expense, paved taxiway access from ▇▇▇▇▇▇’s apron to the Airport’s existing taxiway systemsystem if required by LESSEE’s future construction. All aircraft pavement provided by LESSEE shall be designed and constructed in full conformance with applicable LESSOR and FAA standards for the largest type of aircraft expected to use the premisesPremises. LESSEE shall provide a storm water management plan developed by an engineer familiar with storm water management must be submitted as part of the preliminary plan review process. Storm water management facilities shall be designed and maintained in accordance with guidelines established by the City of Wichita, the Wichita Airport Authority, and the Federal Aviation Administrationall federal agencies. No construction, development or subsequent activities shall be allowed to cause adverse drainage issues such as erosion, blocking the flow of water, etc. LESSEE shall not design or construct stormwater improvements, or undertake activities having a detrimental or damaging effect on the LESSOR or surrounding tenants resulting from stormwater flow from the Premises; either through volume or quality. LESSOR reserves the right that upon any detrimental or damaging effect to the LESSOR or surrounding tenants of stormwater from the Premises due to LESSEE’s design, construction or activities, LESSOR shall give written notice to LESSEE and allow LESSEE ninety (90) days to cure the problem. If LESSEE cannot cure the problem within ninety (90) days, then LESSOR shall be entitled to grant an extension of time to LESSEE or change or modify drainage improvements at LESSEE’S expense, plus an additional twenty percent (20%) administrative fee to be paid by LESSEE directly to LESSOR. If LESSEE obtains the extension of ninety (90) days or more to remedy the damaging effects of stormwater flows, then LESSEE acknowledges and agrees to hold harmless and indemnify LESSOR from all claims of resulting damage, and for all administrative fines or penalties imposed due to such delay. Upon LESSOR’S approval of facilities and improvements all plans and specifications and upon approval and issuance of required building permits by the City of Wichita Office of Central InspectionOffice, the LESSEE and LESSEE’s employees, contractors, subcontractors, suppliers, agents, customers, business invitees, and/or representatives shall have the right to enter upon the Premises and commence construction. Stormwater best management practices (BMPs) shall be installed and maintained as required by LESSOR, and other federal, state, and local agencies having regulatory jurisdictional authority. For any construction on the Premises, LESSEE shall purchase and maintain a builder’s risk insurance policy, or require its prime contractor to carry such a policy, in a sum equal to the full project replacement value, with insurer licensed in the State of Kansas. This coverage shall be in effect from the date of the construction notice-to-proceed and until all financial interest ceases. The Wichita Airport Authority and the City of Wichita shall be named as additional insured on such policies. LESSEE agrees: (1) construction shall be administered and observed on-site by construction and/or design professionals and Job Site Requirement document to ensure compliance with the approved plans and specifications; (2) proposed construction modifications, amendments or changes to the LESSOR approved plans and specifications shall be submitted to LESSOR for prior approval; (3) shall to install a construction fence or temporary security and/or construction barricade surrounding fence as directed by the construction site for the duration of the construction period LESSOR at LESSEE’s expense (4) to repair or replace, at LESSEE’s expense and to LESSOR’s satisfaction, property damaged in the construction of the facilities and improvements by ▇▇▇▇▇▇LESSEE, its contractors, agents or employees; and (5) to provide LESSOR, within ninety thirty (9030) days following occupancy of the facilities, a complete reproducible set of as- as-built record drawings and an electronic file containing the same in a format specified by ▇▇▇▇▇▇drawings, along with a certification of project costs for all permanent improvements. Upon completion of the facility, LESSEE shall furnish a letter to LESSOR warranting that: (1) the improvements have been completed in accordance with the approved plans and specifications; (2) the improvements have been completed in a good and skilled manner; (3) no liens have been filed, nor is there any basis for the filing of such liens with respect to the improvements; and (4) all improvements constituting a part of the project are located or installed upon the Premises. Inaccurate or false certifications under this Section shall be a breach of this Agreement which the parties agree may only be remedied by specific performance whenever discovered. This LESSEE’s obligation to cure deficiencies in the improvements to the Premises by performance in a good and skilled manner shall survive this Agreement. The approvals of Plan approval described in this Section shall be deemed approval by the Wichita Airport Authority, as LESSOR, in its capacity as a property owner and landlord, but shall not be deemed approvals approval as required for the Zoning Code, Building Code, or any other approval required by the City of Wichita in a regulatory or governmental capacityWichita. Notwithstanding any other indemnity provision, LESSEE shall indemnify and hold the LESSOR harmless for any liability for regulatory or governmental approvals or the failure to obtain the same. LESSEE shall be responsible for obtaining all permits and approvals required for the construction, maintenance, operation and use of all facilities on the Premises. Improvements within the secured area and AOA shall conform to Federal Aviation Administration and Transportation Security Administration regulations, standards and criteria for design, construction, inspection and testing. LESSEE shall use reasonable efforts to coordinate the construction of the improvements with time schedules established by the LESSOR, should other construction be occurring at the Airport which may be impacted by this project; provided that LESSEE shall not be liable for any delays in construction occasioned by this coordination with the LESSOR that are outside of the control of the LESSEE. LESSOR, at its sole expense, shall provide improvements to the Premises as outlined in Exhibit “C”, attached hereto and made a part hereof.

Design and Construction. (a) All Landlord's Work shall be performed by or under the supervision of a general contractor selected and engaged by Landlord and reasonably acceptable to Tenant. Tenant acknowledges that John ▇▇▇▇▇▇▇▇ agrees & ▇ssociates, Inc. (the "CONTRACTOR") is an acceptable general contractor. Tenant shall engage a registered professional architect of its choice to construct an 11,838 sq. ft. facility or facilities on design the interior space of the Premises shown on Exhibit ("ATENANT'S Architect". LESSEE warrants that ). (b) Landlord shall, upon the improvements, when completed, will be necessary or useful in its development for use by LESSEE for its purposes. ▇▇▇▇▇▇ agrees to proceed diligently to complete the improvements. It written request of Tenant (which request shall be considered made not later than the date the Final Plans are approved), require Landlord's general contractor to have trades or subcontracts valued in excess of Fifty Thousand ($50,000) Dollars competitively bid by two (2) subcontractors selected by the Contractor (but who are not affiliated with the Contractor or with each other) and, if Tenant so desires, by an event of default under this Agreement if construction additional subcontractor selected by Tenant and reasonably satisfactory to Contractor. The name of the facilities on the Premises has not commenced subcontractor selected by Tenant shall be delivered by Tenant to Contractor and Landlord within one hundred eighty two (1802) days from of Landlord's or Contractor's notice to Tenant that bids are being sought. The competitive bids shall be delivered to Tenant within two (2) days of receipt by Landlord. The Contractor shall accept the commencement bid of the Initial Term of this Agreement, and shall be treated as an event of default, with notice of default given to LESSEE by LESSOR as set for under Section 32, Cancellation by Lessor. It shall be considered an event of default under this Agreement if a certificate of occupancy is not issued by subcontractor who submitted the City of Wichita lowest bid for the facilities on subcontract or trade, unless the Premises within twelve (12) calendar months from the issuance of construction notice-to- proceedContractor has bona fide good faith reasons, and shall be treated as an event of default with notice of default given including but not limited to LESSEE by ▇▇▇▇▇▇. LESSOR may extend such time periods in writing at its complete discretion. If the Agreement is cancelled due to failure to construct and complete the facilities as set forth in this Section, LESSEE shall, at LESSOR’S election at LESSEE’s sole expense, be required to restore the Premises to a like and comparable condition as existed at the commencement date of this Agreement within a time period of ninety (90) calendar days from expiration of LESSEE’S opportunity to cure as set out in Section 32, Cancellation by Lessor. At the end availability of the ninety (90) day period low bidder's personnel, equipment and materials, special requirements of Landlord's Work and labor harmony, for accepting a bid other than the low bid; provided, however, if the Contractor wishes to accept a bid other than the lowest bid, as described above, LESSEE shall vacate the Premises, and LESSOR shall be entitled to complete the restoration work at LESSEE’S expense, plus an additional twenty said bid is more than ten percent (2010%) administrative fee higher than the lowest bid, then prior to be paid by LESSEE directly to LESSOR. The parties recognize that the Premises are unique property acceptance of substantial valuesuch bid, and stipulate that injunctive relief is appropriate to enforce the provisions of this Section. Irrespective Contractor or Landlord shall notify Tenant of the performance under this Sectionname of said subcontractor, LESSEE shall be obligated for all rental payments under this Agreement until the Premises are both restored and vacated. ▇▇▇▇▇▇ agrees to and shall design and construct facilities and improvements on the Premises subject to the LESSOR’S express approval amount of LESSEE’S proposed plans and specifications, with adherence to the terms and conditions of this Agreement and to any additional design and construction standards, Airport Standard Operating Procedures, Airport Minimum Standards, Airport Security Program, and all other applicable regulations, codes and requirements set out by LESSOR. Plans and specification review submittals shall follow accepted practice for such deliverables, its bid and the LESSOR shall provide commentswork covered by the bid (the "SUBCONTRACTOR NOTICE"), as applicablewhereupon Tenant, on each submittal. Upon by giving notice ("the LESSOR’s reasonable request, the LESSEE shall provide additional or supplemental submittals, as may be reasonably required, TENANT NOTICE") to fully understand the proposed improvements. No above-ground wires or other utilities shall be installed on the Premises. LESSEE shall construct and maintain at its own expense, paved taxiway access from ▇▇▇▇▇▇’s apron to the Airport’s existing taxiway system. All aircraft pavement provided by LESSEE shall be designed and constructed in full conformance with applicable LESSOR and FAA standards for the largest type of aircraft expected to use the premises. LESSEE shall provide a storm water management plan developed by an engineer familiar with storm water management must be submitted as part Landlord within two (2) Business Days of the preliminary plan review processSubcontractor's Notice, may consult with Landlord and Contractor to mutually and in good faith choose a subcontractor to perform said subcontract or trade. Storm water management facilities shall be designed and maintained in accordance with guidelines established by If Tenant does not timely give a Tenant Notice relative to a bid which is the City subject of Wichitaa Subcontractor Notice, the Wichita Airport Authority, and the Federal Aviation Administration. No construction, development or subsequent activities shall be allowed to cause adverse drainage issues then Contractor may let a subcontract based on such as erosion, blocking the flow of water, etc. Upon LESSOR’S approval of facilities and improvements plans and specifications and upon approval and issuance of required building permits by the City of Wichita Office of Central Inspection, the LESSEE and LESSEE’s employees, contractors, subcontractors, suppliers, agents, customers, business invitees, and/or representatives shall have the right to enter upon the Premises and commence construction. Stormwater best management practices (BMPs) shall be installed and maintained as required by LESSOR, and other federal, state, and local agencies having regulatory jurisdictional authoritya bid. For any construction on the Premises, LESSEE shall purchase and maintain a builder’s risk insurance policy, or require its prime contractor to carry such a policy, in a sum equal to the full project replacement value, with insurer licensed in the State of Kansas. This coverage shall be in effect from every two (2) days which elapse between the date of the construction notice-to-proceed and until all financial interest ceases. The Wichita Airport Authority Tenant Notice and the City of Wichita shall be named as additional insured date that the parties agree on such policies. LESSEE agrees: an acceptable subcontractor, one (1) construction day of Tenant Delay shall be administered deemed to have occurred. Tenant and observed on-site by Tenant's designees shall at all times during construction and/or design professionals of Landlord's Work be entitled, upon reasonable notice to ensure compliance Landlord and the Contractor, to review all books, records, costs and estimates associated with the approved plans and specifications; (2) proposed construction modifications, amendments or changes to the LESSOR approved plans and specifications shall be submitted to LESSOR for prior approval; (3) shall install a construction fence or construction barricade surrounding the construction site for the duration of the construction period at LESSEE’s expense (4) to repair or replace, at LESSEE’s expense and to LESSOR’s satisfaction, property damaged in the construction of the facilities and improvements by ▇▇▇▇▇▇, its contractors, agents or employees; and (5) to provide LESSOR, within ninety (90) days following occupancy of the facilities, a complete reproducible set of as- built record drawings and an electronic file containing the same in a format specified by ▇▇▇▇▇▇, along with a certification of project costs for all permanent improvements. Upon completion of the facility, LESSEE shall furnish a letter to LESSOR warranting that: (1) the improvements have been completed in accordance with the plans and specifications; (2) the improvements have been completed in a good and skilled manner; (3) no liens have been filed, nor is there any basis for the filing of such liens with respect to the improvements; and (4) all improvements constituting a part of the project are located or installed upon the Premises. Inaccurate or false certifications under this Section shall be a breach of this Agreement which the parties agree may only be remedied by specific performance whenever discovered. This obligation to cure deficiencies in the improvements to the Premises by performance in a good and skilled manner shall survive this Agreement. The approvals of this Section shall be deemed approval by the Wichita Airport Authority, as LESSOR, in its capacity as a property owner and landlord, but shall not be deemed approvals as required for the Zoning Code, Building Code, or any other approval required by the City of Wichita in a regulatory or governmental capacity. Notwithstanding any other indemnity provision, LESSEE shall indemnify and hold the LESSOR harmless for any liability for regulatory or governmental approvals or the failure to obtain the same. LESSEE shall be responsible for obtaining all permits and approvals required for the construction, maintenance, operation and use of all facilities on the Premises. Improvements within the secured area and AOA shall conform to Federal Aviation Administration and Transportation Security Administration regulations, standards and criteria for design, construction, inspection and testing. LESSEE shall use reasonable efforts to coordinate the construction of the improvements with time schedules established by the LESSOR, should other construction be occurring at the Airport which may be impacted by this project; provided that LESSEE shall not be liable for any delays in construction occasioned by this coordination with the LESSOR that are outside of the control of the LESSEE. LESSOR, at its sole expense, shall provide improvements to the Premises as outlined in Exhibit “C”, attached hereto and made a part hereofLandlord's Work.

Design and Construction. ▇▇▇▇▇▇ agrees 2.2.1 TxDOT shall have the right to construct an 11,838 sq. ft. facility develop a Capacity Improvement at any time or facilities on times in accordance with the Premises shown on Exhibit "A". LESSEE warrants that the improvements, when completed, will be necessary or useful in its development for use by LESSEE for its purposes. ▇▇▇▇▇▇ agrees to proceed diligently to complete the improvements. It shall be considered an event of default under this Agreement if construction of the facilities on the Premises has not commenced within one hundred eighty (180) days from the commencement of the Initial Term terms of this Agreement, and shall be treated as an event of default, with notice of default given Section 2.2. TxDOT may elect to: (a) Require Developer to LESSEE by LESSOR as set for under Section 32, Cancellation by Lessor. It shall be considered an event of default under this Agreement if a certificate of occupancy is not issued by the City of Wichita for the facilities on the Premises within twelve (12) calendar months from the issuance of construction notice-to- proceed, and shall be treated as an event of default with notice of default given to LESSEE by ▇▇▇▇▇▇. LESSOR may extend such time periods in writing at its complete discretion. If the Agreement is cancelled due to failure to construct and complete the facilities as set forth in this Section, LESSEE shall, at LESSOR’S election at LESSEE’s sole expense, be required to restore the Premises to a like and comparable condition as existed at the commencement date of this Agreement within a time period of ninety (90) calendar days from expiration of LESSEE’S opportunity to cure as set out in Section 32, Cancellation by Lessor. At the end of the ninety (90) day period described above, LESSEE shall vacate the Premises, and LESSOR shall be entitled to complete the restoration work at LESSEE’S expense, plus an additional twenty percent (20%) administrative fee to be paid by LESSEE directly to LESSOR. The parties recognize that the Premises are unique property of substantial value, and stipulate that injunctive relief is appropriate to enforce the provisions of this Section. Irrespective of the performance under this Section, LESSEE shall be obligated for all rental payments under this Agreement until the Premises are both restored and vacated. ▇▇▇▇▇▇ agrees to and shall design and construct facilities the Capacity Improvement through the Change Order or Directive Letter provisions of the Agreement, as provided in Section 14.1 of the Agreement, subject, however, to TxDOT’s rights under Sections 2.2.4(a) and improvements on 2.4.2 below; or (b) Procure design and/or construction agreements to develop the Premises subject Capacity Improvement through a request for proposals, invitation for bids or any other procurement process it deems appropriate. 2.2.2 Developer shall have no right to the LESSOR’S express approval of LESSEE’S proposed plans and specifications, with adherence to the terms and conditions of this Agreement and to any additional perform design and or construction standards, Airport Standard Operating Procedures, Airport Minimum Standards, Airport Security Program, and all other applicable regulations, codes and requirements set out by LESSOR. Plans and specification review submittals shall follow accepted practice work for such deliverablesCapacity Improvements unless TxDOT elects to issue a Change Order or Directive Letter for such Work. 2.2.3 If any Capacity Improvements are developed by TxDOT other than pursuant to a Change Order or Directive Letter, and the LESSOR shall provide comments, as applicable, on each submittal. Upon the LESSOR’s reasonable request, the LESSEE shall provide additional or supplemental submittals, as may be reasonably required, to fully understand the proposed improvements. No above-ground wires or other utilities shall be installed on the Premises. LESSEE shall construct and maintain at its own expense, paved taxiway access from ▇▇▇▇▇▇’s apron to the Airport’s existing taxiway system. All aircraft pavement provided by LESSEE then: (a) Such Capacity Improvements shall be designed and constructed in full conformance accordance with applicable LESSOR and FAA standards TxDOT’s Standard Specifications for the largest type of aircraft expected to use TxDOT Works; (b) The provisions in the premises. LESSEE shall provide a storm water management plan developed by an engineer familiar with storm water management must be submitted as part of the preliminary plan review process. Storm water management facilities shall be designed and maintained in accordance with guidelines established by the City of Wichita, the Wichita Airport Authority, Agreement and the Federal Aviation Administration. No construction, development or subsequent activities shall be allowed to cause adverse drainage issues such as erosion, blocking the flow of water, etc. Upon LESSOR’S approval of facilities and improvements plans and specifications and upon approval and issuance of required building permits by the City of Wichita Office of Central Inspection, the LESSEE and LESSEE’s employees, contractors, subcontractors, suppliers, agents, customers, business invitees, and/or representatives shall have the right to enter upon the Premises and commence construction. Stormwater best management practices (BMPs) shall be installed and maintained as required by LESSOR, and other federal, state, and local agencies having regulatory jurisdictional authority. For any construction on the Premises, LESSEE shall purchase and maintain a builder’s risk insurance policy, or require its prime contractor to carry such a policy, in a sum equal FA Documents relating to the full project replacement valueTxDOT Works (including, with insurer licensed in the State of Kansas. This coverage shall be in effect from the date of the construction notice-to-proceed and until all financial interest ceases. The Wichita Airport Authority and the City of Wichita shall be named as additional insured on such policies. LESSEE agrees: (1) construction shall be administered and observed on-site by construction and/or design professionals to ensure compliance with the approved plans and specifications; (2) proposed construction modificationswithout limitation, amendments or changes to the LESSOR approved plans and specifications shall be submitted to LESSOR for prior approval; (3) shall install a construction fence or construction barricade surrounding the construction site for the duration of the construction period at LESSEE’s expense (4) to repair or replace, at LESSEE’s expense and to LESSOR’s satisfaction, property damaged in the construction of the facilities and improvements by ▇▇▇▇▇▇, its contractors, agents or employees; and (5) to provide LESSOR, within ninety (90) days following occupancy of the facilities, a complete reproducible set of as- built record drawings and an electronic file containing the same in a format specified by ▇▇▇▇▇▇, along with a certification of project costs for all permanent improvements. Upon completion of the facility, LESSEE shall furnish a letter to LESSOR warranting that: (1) the improvements have been completed in accordance with the plans and specifications; (2) the improvements have been completed in a good and skilled manner; (3) no liens have been filed, nor is there any basis for the filing of such liens with respect to the improvements; conditions for TxDOT Substantial Completion) shall apply, mutatis mutandis, as appropriate in the circumstances to such Capacity Improvements, provided that nothing in the Milestone Schedule, and no provisions regarding a deadline for Substantial Completion, long stop date or partial termination, shall apply; (4c) all improvements constituting TxDOT shall deliver to Developer, at least 180 days prior to the commencement of construction of such Capacity Improvement, a part written notice defining in reasonable detail the scope of the project are located or installed upon the Premises. Inaccurate or false certifications under this Section shall be construction works and a breach of this Agreement which the parties agree may only be remedied by specific performance whenever discovered. This obligation to cure deficiencies in the improvements to the Premises by performance in a good and skilled manner shall survive this Agreement. The approvals of this Section shall be deemed approval by the Wichita Airport Authority, as LESSOR, in its capacity as a property owner and landlord, but shall not be deemed approvals as required for the Zoning Code, Building Code, or any other approval required by the City of Wichita in a regulatory or governmental capacity. Notwithstanding any other indemnity provision, LESSEE shall indemnify and hold the LESSOR harmless for any liability for regulatory or governmental approvals or the failure to obtain the same. LESSEE shall be responsible for obtaining all permits and approvals required for the construction, maintenance, operation and use of all facilities on the Premises. Improvements within the secured area and AOA shall conform to Federal Aviation Administration and Transportation Security Administration regulations, standards and criteria for design, construction, inspection and testing. LESSEE related construction schedule; (d) TxDOT shall use reasonable efforts to coordinate minimize impacts to the construction Managed Lanes during construction, in each case in a manner consistent with the arrangements agreed between Developer and TxDOT with respect to the Segment 3B Facility Segment as set forth in the Agreement; (e) TxDOT shall notify Developer at least 90 days prior to Substantial Completion of such Capacity Improvements; (f) Developer shall cooperate with TxDOT and its contractors and provide such information regarding the Facility, including maintenance records, as reasonably requested by TxDOT in connection with the implementation of such Capacity Improvements; and (g) In the case of the improvements Additional Ultimate Capacity Improvements, TxDOT shall substantially complete the same on or before 48 months after delivery to Developer of the written notice pursuant to clause (c) above. 2.2.4 If any Capacity Improvements are developed pursuant to a Change Order or Directive Letter, then provisions in the Agreement and the other FA Documents relating to Design Work and Construction Work shall apply, mutatis mutandis, as appropriate in the circumstances to such Capacity Improvements, subject to the following provisions. (a) TxDOT shall have the right, but not the obligation, to apply the provisions of Section 1.3 above to Developer’s procurement and selection of a design-build contractor for the Design Work and Construction Work for such Capacity Improvements. If TxDOT exercises such right, then (i) the terms set forth in Section 1.4 above (concerning discontinuation or revision) shall apply to such Capacity Improvements, and (ii) Developer shall be responsible for furnishing the level of preliminary design and drawings that TxDOT approves as necessary and sufficient to enable proposers for the design-build Contract for such Capacity Improvements to efficiently price their proposals, subject to the same reimbursement rights afforded to the Developer in respect of the GP Capacity Improvements. (b) Developer shall be responsible for furnishing the design of the Capacity Improvements consistent with the design for the Facility. (c) TxDOT shall be responsible for the acquisition of Facility Right of Way required for the GP Capacity Improvements. Developer shall have no responsibility for acquisition of Facility Right of Way required for the Capacity Improvements, but shall cooperate and coordinate with TxDOT as reasonably requested to facilitate TxDOT’s acquisition thereof. Deadlines under the schedule for the Capacity Improvements design and construction shall be subject to (i) TxDOT’s approval so that they take into account time schedules established by the LESSORperiods TxDOT determines it will require to make available parcels to be acquired, should other construction be occurring at the Airport which may be impacted by this project; provided that LESSEE shall not be liable and (ii) extensions for any TxDOT delays in construction occasioned by making available such parcels that affect the Critical Path. For this coordination with purpose, “make available” and “making available” have the LESSOR that are outside same meaning as set forth in clause (c) of the control definition of TxDOT-Caused Delay. (d) For the LESSEE. LESSORavoidance of doubt, at its sole expensethe Milestone Schedule does not apply to Capacity Improvements, shall provide improvements to except for the Premises as outlined in Exhibit “C”, attached hereto GTBR Capacity Improvement and made a part hereofthe 3C Ultimate Capacity Improvement.