Common use of Design and Construction Clause in Contracts

Design and Construction. On behalf of the City, the Property Owners, whether as one or separately, shall design and construct through the City’s Executive Order construction process the Yankee Hill Road Improvements as generally shown on Exhibit “C”. The Property Owners agree to complete the construction of the Yankee Hill Road Improvements by no later than December 31, 2021. a. Parties agree that Olsson Inc. (“Olsson”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Inc. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”) have completed substantial design work and possesses substantial experience with the requirements of the Yankee Hill Road Improvements. The City agrees that Olsson and ▇▇▇▇▇ ▇▇▇▇▇▇▇ are qualified to perform the design services for the Yankee Hill Road Improvements. Further, the City acknowledges that selecting a different design consultant would result in duplication of work, be an inefficient use of resources, and may cause unnecessary delay and cost in constructing the Yankee Hill Road Improvements. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be engaged as a subconsultant in order to better coordinate the design of the Yankee Hill Road Improvements with the Chateau development. Therefore, the parties agree that Olsson will be engaged as primary contractor and ▇▇▇▇▇ ▇▇▇▇▇▇▇ as Subcontractor. b. Together, Olsson Inc. and The ▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Inc. shall be referred to as the ”Design Consultant”. The Design Consultant shall regularly exchange design and construction information related to the Yankee Hill Improvements and shall provide any related information to the other upon request. All design and construction information generated related to the Yankee Hill Road Improvements shall be the property of the City and shall be provided upon request. c. Except as otherwise stated herein, Property Owners agree to award and construct the Yankee Hill Road Improvements together as one coordinated construction project. The Property Owners acknowledge and agree that selection of the contractor responsible for constructing the Yankee Hill Road Improvements shall be done through a public, competitive bidding process conducted by the City’s Purchasing Division. d. The Parties agree that in the event that the contract amount of the lowest responsible bid submitted for construction of the Yankee Hill Road Improvements, when combined with the design costs, exceed the total estimated cost of $3,500,00.00, the City may, in its discretion: i. Modify the design of the ▇▇▇▇ ▇▇▇▇▇▇ roundabout to eliminate the outside through lane, both eastbound and westbound; ii. eliminate the eastbound to southbound right turn lane at the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ intersection; iii. eliminate the westbound to northbound right turn lane at the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ intersection; or iv. agree to use additional city funds to construct one or more of items i, ii, or iii above. If further consideration of additional alternative design elements are necessary to reduce overall construction costs the Parties may elect to consider alternative design elements in an effort to reduce the overall construction cost or reject all bids and either rebid the project or redesign the Yankee Hill Road Improvements and rebid the project with the new design. e. The City agrees to pay the first costs of design and construction for the Yankee Hill Road Improvements from arterial street impact fees generated by private development of the LFB Property that have been collected and become available at the time the first design costs are due. Upon exhaustion of the City’s on-hand arterial street impact fee resources dedicated to the Yankee Hill Road Improvement, the Property Owners agree to contribute toward the project a combined amount equal to the remaining design and construction costs and expenses of the Yankee Hill Road Improvements. Except with the written consent of the Parties, Chateau shall not contribute more than One Million Three Hundred Sixty Thousand and No/100 Dollars ($1,360,000.00) toward the costs and expenses of designing and constructing the Yankee Hill Road Improvements and LFB shall not contribute more than One Million Eight Hundred Sixteen Thousand and No/100 Dollars ($1,816,000.00) toward the costs and expenses of designing and constructing the Yankee Hill Road Improvements. f. The Parties will, whenever it shall be reasonably requested to do so by the other, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, or delivered, any and all such further conveyances, confirmations, instruments, or further assurances and consents as may be necessary or proper, in order to effectuate the covenants and agreements herein provided and to continue progress on the design and construction of the Yankee Hill Road Improvements. Each of the Parties shall cooperate in good faith with the other and shall do any and all other acts and execute, acknowledge and deliver any and all documents so requested in order to satisfy the conditions set forth herein and carry out the intent and purposes of this Agreement.

Design and Construction. On behalf a. The Improvements shall be designed by an architect selected by Sister City, acceptable to City in City’s reasonable discretion, constructed by a general contractor and subcontractors to be retained by Sister City, and acceptable to City in City’s reasonable discretion (“Sister City's Contractor”). Sister City’s Contractor shall not be changed without City’s prior written consent, not to be unreasonably withheld. Sister City shall use only licensed, bonded, and responsible contractors to perform the Improvements. b. After authorization from the City Council, Sister City's architect shall prepare and submit appropriate plans, for the Improvements, through the city's standard development review process. c. Sister City shall not make any other alterations, additions or improvements to the Premises without City’s prior written consent, which consent may be granted or denied in City’s unfettered discretion. If Sister City makes any such additional alterations, additions or improvements without first having obtained City’s written consent thereto, City may require that Sister City promptly remove any or all of the same at any time. If City does not require the removal of any alterations, additions or improvements installed without its consent at the end of the term, they shall become the property of City and shall be surrendered with the premises. d. On completion, all such Improvements shall belong to City, shall be and become part of the Property OwnersPremises, whether without charge or cost to City, and without further conveyance or transfer; provided that if and whenever requested by City, Sister City shall execute and deliver to City such documents as one or separately, shall City may require to evidence the vesting of title to such Improvements in City. e. City hereby appoints the City Architect as City's representative (“City’s Representative”) to act for City in all design and construct through the construction matters covered by this Agreement. Sister City shall notify City who it has designated as Sister City's representative (“Sister City’s Executive Order construction process the Yankee Hill Road Improvements as generally shown on Exhibit “CRepresentative”. The Property Owners agree ) to complete act for Sister City in all matters relating to the construction of the Yankee Hill Road Improvements. All communications with respect to the construction of the Improvements shall be made to City’s Representative or Sister City’s Representative, as the case may be. Either party may change its representative at any time by no later than December 31, 2021written notice to the other party. a. Parties agree that Olsson Inc. (“Olsson”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Inc. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”) have completed substantial design work and possesses substantial experience with the requirements f. Sister City shall be solely responsible for obtaining approval of the Yankee Hill Road Final Plans by all governmental agencies having jurisdiction, including all necessary permits and the temporary and permanent certificate of occupancy (or other required, equivalent approval from the local governmental authority permitting occupancy of the Premises). Since time is of the essence, City shall cooperate to the fullest extent possible with Sister City in obtaining such approvals. g. Based on the plans approved through the standard development review process,, Sister City shall cause to be prepared complete architectural plans, drawings and specifications and complete engineering, mechanical, structural and electrical working drawings for all of the Improvements. The City agrees that Olsson and ▇▇▇▇▇ ▇▇▇▇▇▇▇ are qualified to perform the design services for the Yankee Hill Road Improvements. Further, the City acknowledges that selecting a different design consultant would result in duplication of work, be an inefficient use of resources, and may cause unnecessary delay and cost in constructing the Yankee Hill Road Improvements. ▇▇▇▇▇ ▇▇▇▇▇▇▇ construction documents shall be engaged as a subconsultant submitted to the Building Safety Division for review and approval in order to better coordinate the design of the Yankee Hill Road Improvements accordance with the Chateau development. Therefore, usual and customary procedures for same in the parties agree that Olsson will be engaged as primary contractor and ▇▇▇▇▇ ▇▇▇▇▇▇▇ as Subcontractor. b. Together, Olsson Inc. and The ▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Inc. shall be referred to as the ”Design Consultant”. The Design Consultant shall regularly exchange design and construction information related to the Yankee Hill Improvements and shall provide any related information to the other upon request. All design and construction information generated related to the Yankee Hill Road Improvements shall be the property of the City and shall be provided upon request. c. Except as otherwise stated herein, Property Owners agree to award and construct the Yankee Hill Road Improvements together as one coordinated construction project. The Property Owners acknowledge and agree that selection of the contractor responsible for constructing the Yankee Hill Road Improvements shall be done through a public, competitive bidding process conducted manner prescribed by the City’s Purchasing Divisioncurrently adopted Building Code, with Amendments. d. The Parties agree that in h. Sister City’s construction documents shall include locations and complete dimensions and shall: (a) be indicative of a design which is compatible with yet distinct from the event that historic buildings and other structures located at the contract amount premises and with the design, construction and equipment of the lowest responsible bid submitted for construction premises; (b) be indicative of a design which is compatible with and of at least equal quality to the existing improvements at the premises; and (c) comply with all applicable laws and ordinances, and the rules and regulations of all governmental authorities having jurisdiction, and all applicable insurance regulations, including, without limitation, Title III of the Yankee Hill Road ImprovementsAmericans with Disabilities Act of 1990, when combined with all regulations issued thereunder and the design costsAccessibility Guidelines for Buildings and Facilities issued pursuant thereto, exceed as the total estimated cost of $3,500,00.00same are in effect on the Effective Date and may be hereafter, modified, amended or supplemented (the City may, in its discretion: i. Modify the design of the ▇▇▇▇ ▇▇▇▇▇▇ roundabout to eliminate the outside through lane, both eastbound and westbound; ii“ADA”). eliminate the eastbound to southbound right turn lane at the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ intersection; iii. eliminate the westbound to northbound right turn lane at the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ intersection; or iv. agree to use additional city funds to construct one or more of items i, ii, or iii above. If further consideration of additional alternative design elements are necessary to reduce overall construction costs the Parties may elect to consider alternative design elements in an effort to reduce the overall construction cost or reject all bids and either rebid the project or redesign the Yankee Hill Road Improvements and rebid the project with the new design. e. The City agrees to pay the first costs of design and construction for the Yankee Hill Road Improvements from arterial street impact fees generated by private development of the LFB Property that have been collected and become available at the time the first design costs are due. Upon exhaustion of the Notwithstanding City’s on-hand arterial street impact fee resources dedicated to the Yankee Hill Road Improvementreview of Sister City’s construction documents, the Property Owners agree to contribute toward the project a combined amount equal to the remaining design and construction costs whether or not City approves or disapproves any Plans, Sister City and expenses of the Yankee Hill Road Improvements. Except with the written consent of the Parties, Chateau shall not contribute more than One Million Three Hundred Sixty Thousand and No/100 Dollars ($1,360,000.00) toward the costs and expenses of designing and constructing the Yankee Hill Road Improvements and LFB shall not contribute more than One Million Eight Hundred Sixteen Thousand and No/100 Dollars ($1,816,000.00) toward the costs and expenses of designing and constructing the Yankee Hill Road Improvements. f. The Parties will, whenever it City shall be reasonably requested to do so by responsible for compliance with all applicable laws, including the other, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, or delivered, any and all such further conveyances, confirmations, instruments, or further assurances and consents as may be necessary or proper, in order to effectuate the covenants and agreements herein provided and to continue progress on the design and construction of the Yankee Hill Road Improvements. Each of the Parties shall cooperate in good faith with the other and shall do any and all other acts and execute, acknowledge and deliver any and all documents so requested in order to satisfy the conditions set forth herein and carry out the intent and purposes of this AgreementADA.

Design and Construction. On behalf of the City, the Property Owners, whether as one or separately, shall design and construct through the City’s Executive Order construction process the Yankee Hill Road Improvements as generally shown on Exhibit “C”. The Property Owners agree to complete the construction of the Yankee Hill Road Improvements by no later than December 31, 2021. a. Parties agree that Olsson Inc. (“Olsson”) DEVELOPER shall design, permit and ▇▇▇▇▇ ▇construct off-site road improvements, to ▇▇▇▇▇▇ Partners Inc. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”) have completed substantial design work Road and possesses substantial experience with the requirements of the Yankee Hill Road Improvements. The City agrees that Olsson and ▇▇▇▇▇ ▇Post ▇▇▇▇▇▇ are qualified to perform the design services Road, and DEVELOPER shall dedicate right-of-way for the Yankee Hill Road Improvements. Furtherfollowing roadways, the City acknowledges that selecting a different design consultant would result in duplication of workas depicted on Exhibit “B”, be an inefficient use of resources, and may cause unnecessary delay and cost in constructing the Yankee Hill Road Improvements. ▇▇▇▇▇ ▇attached hereto: points along ▇▇▇▇▇▇ shall be engaged as a subconsultant in order to better coordinate Road the design of the Yankee Hill Road Improvements with the Chateau development. Therefore, the parties agree that Olsson right-of-way will be engaged as primary contractor and ▇▇▇▇▇ ▇reduced to fifty feet.) 11th Street – 80 foot right-of-way (40 feet from centerline on both sides) Post ▇▇▇▇▇▇ as Subcontractor. b. Together, Olsson Inc. Road – 66 foot right-of-way (33 feet from centerline on both sides) The design and The ▇▇▇▇▇ ▇construction required for ▇▇▇▇▇▇ Partners Inc. shall be referred to as Road will encompass the ”Design Consultant”. The Design Consultant shall regularly exchange design and construction information related to the Yankee Hill Improvements and shall provide any related information to the other upon request. All design and construction information generated related to the Yankee Hill Road Improvements shall be the property of the City and shall be provided upon request. c. Except as otherwise stated herein, Property Owners agree to award and construct the Yankee Hill Road Improvements together as one coordinated construction project. The Property Owners acknowledge and agree that selection of the contractor responsible for constructing the Yankee Hill Road Improvements shall be done through a public, competitive bidding process conducted by the City’s Purchasing Division. d. The Parties agree that in the event that the contract amount of the lowest responsible bid submitted for construction of the Yankee Hill Road Improvements, when combined with the design costs, exceed the total estimated cost of $3,500,00.00, the City may, in its discretion: i. Modify the design of the ▇▇▇▇ roadway from Post ▇▇▇▇▇▇ roundabout Road to eliminate the outside through lane, both eastbound and westbound; iiGrove Road. eliminate the eastbound to southbound right turn lane at the ▇▇▇▇ The construction of ▇▇▇▇▇▇ ▇▇▇ Road shall be completed prior to the issuance of a Certificate of Occupancy for a residential unit in Phase 1B of HCG North. The Parties agree that the proposed construction of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ intersection;Road meets the objectives of CITY’S plan for identified roadway capacity needs. CITY will review and approve construction plans that are identified as Off-site Road Improvements, which are incorporated into this Agreement (“Road Plans”) and which do not include any offsite utilities. The Off-site Road Improvements are shown and summarized on the Engineer’s Estimates attached hereto as Exhibit “C"; however, should a conflict occur between the following descriptions and the Road Plans, the Road Plans shall be the controlling document. In connection with the Off-site Road Improvements, DEVELOPER shall be responsible for the following: iiiA. Constructing all associated infrastructure, including, without limitation, roadways, drainage, sidewalks, utility relocations and landscaping. B. DEVELOPER at DEVELOPER's expense, shall apply for and obtain all regulatory permits for the Off-site Road Improvements as required by CITY and the Southwest Florida Water Management District. eliminate These permits shall be provided to CITY. C. All construction activities will need to be inspected by CITY prior to acceptance and ownership. D. The parties agree that construction of the westbound Off-site Road Improvements shall commence during construction of Phase I of the HCG North development. E. DEVELOPER shall dedicate and convey to northbound right turn lane at CITY, free and clear of all liens, parcels of land, more particularly described on Composite Exhibit "D” attached hereto (the ▇▇▇▇ "Dedication Parcel") for roadway improvements to ▇▇▇▇▇▇ ▇▇▇ Road to an urban design standard (60 feet total width) to allow for sidewalks, curb and gutter, streetlights, and landscaping. The dedication and conveyance of the Dedication Parcel shall occur within five (5) days following plat approval by CITY of HCG North. F. DEVELOPER shall dedicate and convey to Polk County sufficient right-of-way to improve Post ▇▇▇▇▇▇ Road to an urban design standard (66 feet total width), to allow for sidewalks, curb and gutter, streetlights, and landscaping, and shall enter into a DEVELOPER’S agreement for construction of Post ▇▇▇▇▇▇ ▇▇▇▇ intersection; or iv. agree Road with Polk County, with construction to use additional city funds be completed prior to construct one or more issuance of items i, ii, or iii above. If further consideration a Certificate of additional alternative design elements are necessary to reduce overall construction costs the Parties may elect to consider alternative design elements in an effort to reduce the overall construction cost or reject all bids and either rebid the project or redesign the Yankee Hill Road Improvements and rebid the project with the new design. e. The City agrees to pay Occupancy for the first costs of design and construction for the Yankee Hill Road Improvements from arterial street impact fees generated by private development of the LFB Property that have been collected and become available at the time the first design costs are due. Upon exhaustion of the City’s on-hand arterial street impact fee resources dedicated to the Yankee Hill Road Improvement, the Property Owners agree to contribute toward the project a combined amount equal to the remaining design and construction costs and expenses of the Yankee Hill Road Improvements. Except with the written consent of the Parties, Chateau shall not contribute more than One Million Three Hundred Sixty Thousand and No/100 Dollars ($1,360,000.00) toward the costs and expenses of designing and constructing the Yankee Hill Road Improvements and LFB shall not contribute more than One Million Eight Hundred Sixteen Thousand and No/100 Dollars ($1,816,000.00) toward the costs and expenses of designing and constructing the Yankee Hill Road Improvementsresidential unit in HCG South. f. The Parties will, whenever it shall be reasonably requested to do so by the other, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, or delivered, any and all such further conveyances, confirmations, instruments, or further assurances and consents as may be necessary or proper, in order to effectuate the covenants and agreements herein provided and to continue progress on the design and construction of the Yankee Hill Road Improvements. Each of the Parties shall cooperate in good faith with the other and shall do any and all other acts and execute, acknowledge and deliver any and all documents so requested in order to satisfy the conditions set forth herein and carry out the intent and purposes of this Agreement.

Design and Construction. On behalf of the City, the Property Owners, whether as one or separately, shall design Big Top and construct through the City’s Executive Order construction process the Yankee Hill Road Improvements as generally shown on Exhibit “C”. The Property Owners agree to complete the construction of the Yankee Hill Road Improvements by no later than December 31, 2021. a. Parties agree that Olsson Inc. (“Olsson”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Inc. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”) have completed substantial design work and possesses substantial experience with the requirements of the Yankee Hill Road Improvements. The City agrees that Olsson and ▇▇▇▇▇ ▇▇▇▇▇▇▇ are qualified to perform the design services for the Yankee Hill Road Improvements. Further, the City acknowledges that selecting a different design consultant would result Parks, Recreation and Forestry Board shall cooperate in duplication of work, be an inefficient use of resources, and may cause unnecessary delay and cost in constructing the Yankee Hill Road Improvements. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be engaged as a subconsultant in order to better coordinate the design of improvements to the Yankee Hill Road Improvements with Facility initially described in the Chateau development. Thereforeattached and incorporated Exhibit B (collectively, the parties agree that Olsson will be engaged as primary contractor and ▇▇▇▇▇ ▇▇▇▇▇▇▇ as Subcontractor. b. Together, Olsson Inc. and The ▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Inc. shall be referred to as the “Facility Improvements”Design Consultant”). The Design Consultant shall regularly exchange design plans and construction information related to the Yankee Hill Improvements and shall provide any related information to the other upon request. All design and construction information generated related to the Yankee Hill Road Improvements shall be the property specifications of the City and shall be provided upon request. c. Except as otherwise stated herein, Property Owners agree to award and construct the Yankee Hill Road Facility Improvements together as one coordinated construction project. The Property Owners acknowledge and agree that selection of the contractor responsible for constructing the Yankee Hill Road Improvements shall be done through a public, competitive bidding process conducted approved by the City’s Purchasing DivisionCity Plan Commission and City Parks, Recreation and Forestry Board are the “Final Facility Plans. d. ” The Parties agree that in the event that the contract amount of the lowest responsible bid submitted for construction of the Yankee Hill Road Improvements, when combined with the design costs, exceed the total estimated cost of $3,500,00.00, the City may, in its discretion: i. Modify the design of the ▇▇▇▇ ▇▇▇▇▇▇ roundabout to eliminate the outside through lane, both eastbound and westbound; ii. eliminate the eastbound to southbound right turn lane at the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ intersection; iii. eliminate the westbound to northbound right turn lane at the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ intersection; or iv. agree to use additional city funds to construct one or more of items i, ii, or iii above. If further consideration of additional alternative design elements are necessary to reduce overall construction costs the Parties may elect to consider alternative design elements in an effort to reduce the overall construction cost or reject all bids and either rebid the project or redesign the Yankee Hill Road Improvements and rebid the project with the new design. e. The City agrees to pay the first costs of design and construction for the Yankee Hill Road Improvements from arterial street impact fees generated by private development of the LFB Property that have been collected and become available at the time the first design costs are due. Upon exhaustion of the City’s on-hand arterial street impact fee resources dedicated to the Yankee Hill Road Improvement, the Property Owners agree to contribute toward the project a combined amount equal to the remaining design and construction costs and expenses of the Yankee Hill Road Improvements. Except with the written consent of the Parties, Chateau shall not contribute more than One Million Three Hundred Sixty Thousand and No/100 Dollars ($1,360,000.00) toward the costs and expenses of designing and constructing the Yankee Hill Road Improvements and LFB shall not contribute more than One Million Eight Hundred Sixteen Thousand and No/100 Dollars ($1,816,000.00) toward the costs and expenses of designing and constructing the Yankee Hill Road Improvements. f. The Parties will, whenever it shall be reasonably requested to do so by the other, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, or delivered, any and all such further conveyances, confirmations, instruments, or further assurances and consents as may be necessary or proper, in order to effectuate the covenants and agreements herein provided and to continue progress on the design and construction of the Yankee Hill Road ImprovementsFacility Improvements shall be shared by Big Top and the City in accordance with this Contract. Each The Facility Improvements shall be ADA compliant, and in compliance with all federal and state non-discrimination laws. The Facility Improvements shall be deemed fixtures and real property improvements, shall become the sole property of the City, and shall be available for use by all users of the Facility, subject to Big Top’s Exclusive Use (defined below). The Parties acknowledge that construction of the improvements will be public construction, and all requirements of Wis. Stats. §62.15, §66.0901, and §779.14 shall cooperate apply and be followed in good faith contracting for the work. The City shall issue a request for proposals for the construction in accordance with the other Facility Improvements Plans and Specifications approved by the City, and award a contract to the lowest responsible bidder. The City shall do enter into construction contracts necessary for the construction of the Facility Improvements, and Big Top or its designated agents shall be named in such construction contracts as parties (i) with the authority to enter and conduct inspections of the Facility and the progress of the construction of the Facility Improvements during construction, (ii) as parties who shall receive all notices given to the City with a right to attend all construction meetings, and (iii) as parties who must consent to any change order that would have the effect of increasing the cost of the Facility Improvements over Four Million Seven Hundred Thousand Dollars ($4,700,000.00). Terms of contracts with construction contractors shall be subject to approval by the City Attorney. The City shall have sole authority to obtain all design and construction permits and approvals for the Facility Improvements, the cost of which shall be included in the total cost of Facility Improvements as shared by Big Top and the City as described below. All construction shall use high-quality materials, be constructed in a good and workmanlike manner, and comply with all other acts and execute, acknowledge and deliver any and all documents so requested in order to satisfy the conditions set forth herein and carry out the intent and purposes of this Agreementapplicable codes.

Design and Construction. On behalf LESSEE agrees to construct a minimum of 16,040 sq. ft. facility or facilities on the City, the Property Owners, whether as one or separately, shall design and construct through the City’s Executive Order construction process the Yankee Hill Road Improvements as generally Premises shown on Exhibit “C”. The Property Owners agree to complete the construction of the Yankee Hill Road Improvements by no later than December 31, 2021. a. Parties agree that Olsson Inc. (“Olsson”) and ▇"A" as ▇▇▇▇ ▇▇▇▇▇▇▇ Partners Inc. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”. LESSEE warrants that the improvements, when completed, will be necessary or useful by LESSEE for activities allowed under this Agreement. LESSEE agrees to proceed diligently to complete the improvements. It shall be treated as an event of default under this Agreement if construction of the facilities or improvements on the Premises has not commenced within twelve (12) have completed substantial design work months, or may be changed at the discretion of the Director of Airports, from the commencement date of the Initial Term of this Agreement. Such failure to commence construction shall be treated as an event of default under Section 33, CANCELLATION BY LESSOR. It shall be treated as an event of default under this Agreement if a Certificate of Occupancy is not issued by the City of Wichita for the facility improvements on the Premises within twenty-four (24) calendar months from the issuance of construction notice-to- proceed. LESSOR may extend such time periods in writing at its complete discretion. Prior to the construction of the new facility and possesses substantial experience improvements upon the Premises, LESSEE agrees to pay all costs incurred in connection with the requirements demolition and the lawful removal of the Yankee Hill Road Improvements. The City agrees that Olsson existing structures, pavements and ▇utilities located at ▇▇▇▇ ▇▇▇▇▇▇▇ are qualified to perform the design services for the Yankee Hill Road Improvements. Further, the City acknowledges that selecting a different design consultant would result in duplication of work, be an inefficient use of resources, and may cause unnecessary delay and cost in constructing the Yankee Hill Road Improvements. ▇▇▇▇▇ ▇▇▇▇▇▇▇ including disposal of materials contained upon or therein at approved construction and demolition landfill. LESSEE shall be engaged as a subconsultant in order to better coordinate the design of the Yankee Hill Road Improvements with the Chateau development. Therefore, the parties agree that Olsson will be engaged as primary contractor and ▇▇▇▇▇ ▇▇▇▇▇▇▇ as Subcontractor. b. Together, Olsson Inc. and The ▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Inc. shall be referred to as the ”Design Consultant”. The Design Consultant shall regularly exchange design and construction information related to the Yankee Hill Improvements and shall provide any related information to the other upon request. All design and construction information generated related to the Yankee Hill Road Improvements shall be the property of the City and shall be provided upon request. c. Except as otherwise stated herein, Property Owners agree to award and construct the Yankee Hill Road Improvements together as one coordinated construction project. The Property Owners acknowledge and agree that selection of the contractor responsible for constructing the Yankee Hill Road Improvements shall be done through a public, competitive bidding process conducted by the City’s Purchasing Division. d. The Parties agree that in the event that the contract amount repairs or replacement of the lowest responsible bid submitted for construction of the Yankee Hill Road Improvements, when combined with the design costs, exceed the total estimated cost of $3,500,00.00, the City may, in its discretion: i. Modify the design of the ▇▇▇▇ ▇▇▇▇▇▇ roundabout to eliminate the outside through lane, both eastbound and westbound; ii. eliminate the eastbound to southbound right turn lane at the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ intersection; iii. eliminate the westbound to northbound right turn lane at the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ intersection; or iv. agree to use additional city funds to construct one any damaged paved surfaces or more of items i, ii, or iii above. If further consideration of additional alternative design elements are necessary to reduce overall construction costs the Parties may elect to consider alternative design elements in an effort to reduce the overall construction cost or reject all bids and either rebid the project or redesign the Yankee Hill Road Improvements and rebid the project with the new design. e. The City agrees to pay the first costs of design and construction for the Yankee Hill Road Improvements from arterial street impact fees generated by private development of the LFB Property that have been collected and become available at the time the first design costs are due. Upon exhaustion of the City’s on-hand arterial street impact fee resources dedicated to the Yankee Hill Road Improvement, the Property Owners agree to contribute toward the project a combined amount equal to the remaining design and construction costs and expenses of the Yankee Hill Road Improvements. Except with the written consent of the Parties, Chateau shall not contribute more than One Million Three Hundred Sixty Thousand and No/100 Dollars ($1,360,000.00) toward the costs and expenses of designing and constructing the Yankee Hill Road Improvements and LFB shall not contribute more than One Million Eight Hundred Sixteen Thousand and No/100 Dollars ($1,816,000.00) toward the costs and expenses of designing and constructing the Yankee Hill Road Improvements. f. The Parties will, whenever it shall be reasonably requested to do so by the other, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, or delivered, any and all such further conveyances, confirmations, instruments, or further assurances and consents 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 propermodification of any utilities on the Premises subject to the LESSOR’S express approval. If the Agreement is cancelled due to failure to commence or complete the 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. 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 order Section 33, CANCELLATION BY LESSOR. At the end of the ninety (90) day period described above, LESSOR shall be entitled to effectuate complete the covenants 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 agreements herein provided stipulate that injunctive relief is appropriate to enforce the provisions of this Section. At LESSOR’s election, LESSOR shall have the option to complete the construction, utilizing the performance bonds to the extent available at LESSEE’s sole expense, as set forth in Section 20, CONSTRUCTION COSTS in lieu of restoration. LESSEE shall design and construct facilities and improvements on the Premises subject to the LESSOR’S express approval of LESSEE’S proposed plans and specifications. Such construction shall adhere to the terms of this Agreement and to continue progress on the any additional design and construction standards, Airport Standard Operating Procedures, Airport Minimum Standards, Airport Security Program, and any other applicable regulations, codes and requirements set out by LESSOR 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 to the Airport’s existing taxiway system 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 Premises. LESSEE shall provide a storm water management plan as part of the Yankee Hill Road Improvementspreliminary plan review process. Each Storm water management facilities shall be designed and maintained in accordance with guidelines established by the City of Wichita, the Wichita Airport Authority, and all 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 all plans and specifications and upon approval and issuance of required building permits by the City of Wichita Office, the LESSEE and LESSEE’s employees, contractors, subcontractors, suppliers, agents, 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. 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) to install a temporary security and/or construction barricade fence as directed by the 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 Parties facilities and improvements by LESSEE, its contractors, agents or employees; and (5) to provide LESSOR, within thirty (30) days following occupancy of the facilities, a complete reproducible set of as-built record drawings, along with a certification of project costs for all permanent improvements. Upon completion of the facility, LESSEE shall cooperate furnish a letter to LESSOR warranting that: (1) the improvements have been completed in good faith accordance with the other 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 do any and all other acts and execute, acknowledge and deliver any and all documents so requested in order to satisfy the conditions set forth herein and carry out the intent and purposes be a breach of this Agreement which the parties agree may only be remedied by specific performance whenever discovered. LESSEE’s obligation to cure deficiencies in the improvements to the Premises by performance in a good and skilled manner shall survive this Agreement. Plan approval described in this Section shall not be deemed approval as required for the Zoning Code, Building Code, or any other approval required by the City of Wichita. 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.