CONSTRUCTION CONTRACT TERMINATION AGREEMENT This CONSTRUCTION CONTRACT TERMINATION AGREEMENT, hereinafter called the TERMINATION AGREEMENT, is made this 26th day of April 2012, between Cactus Construction Company, hereinafter called "CONTRACTOR," and the Trustees of the Oklahoma City Airport Trust, hereinafter called "TRUST; " a public trust whose primary beneficiary is the City of Oklahoma City, hereinafter called "CITY." WITNESSETH: WHEREAS, the CONTRACTOR and TRUST entered into a Construction Agreement, dated April 27, 2011, for the CONTRACTOR to furnish all the materials and to perform all of the work described in the Project Manual, including addenda thereto, for the ATB Mechanical Piping Insulation at the Mike Monroney Aeronautical Center — OCAT WRWA 1106, hereinafter called the PROJECT; and WHEREAS, the CONTRACTOR and TRUST agreed that the PROJECT shall be fully completed within ninety (90) calendar days following issuance of a written Notice to Proceed; and WHEREAS, TRUST has only issued the CONTRACTOR a Notice to Proceed for the purchase of materials for this PROJECT because the TRUST’s tenant must complete certain other repairs prior to CONTRACTOR commencing work on this PROJECT; and WHEREAS, the TRUST's tenant has not completed their necessary repairs, and through no fault to either party this PROJECT cannot be completed; and WHEREAS, the CONTRACTOR and TRUST desire to terminate the Construction Agreement and all of the obligations, liabilities and benefits set out under said Construction Agreement in its entirety as hereinafter provided. NOW THEREFORE, in consideration of the foregoing and mutual covenants and conditions herein contained, the parties hereto do agree as follows:. As of April 26, 2012, TRUST and the CONTRACTOR agree that all benefits, obligations and liabilities of the CONTRACTOR and the TRUST under the Construction Agreement shall cease and terminate without any further force and effect, provided that the CONTRACTOR and TRUST have completed the following: a. The CONTRACTOR shell be responsible for: 1. Copies of receipts and bills of sale for all materials purchased. 2. Copies of receipts for other costs. . Final pay documents, including Consent to Release of Surety. 2 4, Any payments to all sub-contractors for labor and materials. b. Upon receipt of items evidencing contractor's fulfillment of the above items, the TRUST shall be responsible for: 1. Payment of the final invoice. 2. Release of bonds and surety. . The CONTRACTOR acknowledges that all materials, labor and equipment purchased or supplied in connection with the issuance of the Notice to Proceed for purchase of materials, dated June 1, 2011, or otherwise furnished for the PROVECT have been fully paid to the CONTRACTOR by the TRUST and CONTRACTOR has paid all sub-contractors and for all materials and labor related to this PROJECT. . The CONTRACTOR hereby releases the TRUST for any past, present or future claims of monies owed, damages or other compensation claimed for any nature associated with the termination of this Construction Agreement and acknowledges that the TRUST is not obligated for any further payment of monies to the CONTRACTOR. Title to all materials furnished and delivered to the TRUST by the CONTRACTOR is transferred free and clear to the TRUST, and that the TRUST is free to dispose of and/or otherwise use the same to its own benefit. This AGREEMENT shall serve as a bill of sale to that effect. . The TRUST shall release all bonds and other surety pledged by the CONTRACTOR towards this PROJECT.6. The CONTRACTOR is relieved of the duty to store, insure or otherwise protect the materials furnished from future loss. 7. The CONTRACTOR agrees to defend, hold harmless and indemnify the TRUST and the City of Oklahoma City, and their officers, agents, employees and tenants from and against any and all losses, claims, demands, liabilities, fees, damages, expenses and professional fees (including attorney's fees and all costs and expenses related thereto), which relate to, are connected with or arise out of the CONTRACTOR's performance, actions or activities associated with the Construction Agreement to the effective date. Both parties agree that such indemnification shall survive the Effective Date. 8. In the event of a conflict between the terms and provision of this Termination ‘Agreement and those contained in the Construction Agreement, the terms and provisions of this Termination Agreement shall prevail. 9. This Termination Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 10. n the event of ambiguity in any of the terms of this Termination Agreement, it shall not be construed for or against any party on the basis that such party did or did not author the same. 11.1n the event either party shall file a suit, action or other proceeding to enforce or declare any rights under this Termination Agreement or seek any damages resulting from a breach hereof, the prevailing party in any suit, action or other proceeding shall be entitled to its reasonable attorney's fees and costs, 12. This Termination Agreement shall be construed and enforced in accordance with the laws of the State of Oklahoma and the parties agree that the venue for any litigation shall be in the District Court of Oklahoma County, Oklahoma, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seal the date first written above. ATTEST and SEAL CACTUS CONSTRUCTION COMPANY Print Name: President Title: APPROVAL RECOMMENDED: OKLAHOMA CITY AIRPORT TRUST ATTEST: (SEAL) Frances Kersey, Trust Secreta Reviewed for form and legality Zssidtght Municipal Counselor /Atomey for he Tras,