CLAYS LACY

CLAYS LACY Aircraft Work Proposal And Agreement February 11, 2019 PROPOSAL: WOQ19-00044 lege LLC 3800 Southern Blvd suite 204 West Palm Bch Fl 33406 Gulfstream Aerospace N1201E GIV 1085 Attn: Larry Visoski Mana er ell 7435 Valjean Avenue Van Nuys, California 91406 United States Phone: 818.989.2900 Fax: 818.947.5474 Gulfstream Aerospace N120.IE WOQ19•00044 1 02/11/2019 11:16AM GIV 1085 EFTA00805533 CLAYS LACY Aircraft Work Proposal And Agreement Clay Lacy Aviation (CLA) is pleased to provide this proposal for the purposes of accomplishing the following work scope. Summary prices are subject to change depending upon your acceptance of individual line items within the work scope and agreed to in writing. PRICING SUMMARY (excluding additional work covered under paragraph 7 of the Terms and Conditions) Item AVIONICS 5333,711.00 Subtotal 5333,711.00 Total (Excludes all work scope items identified as Option Items or As Required on the Aircraft Work Proposal and Agreement.) $333,711.00 Gulfstream Aerospace N120.IE WOQ19•00044 2 02/11/2019 11:16AM GIV 1085 EFTA00805534 C LAY9 LACY Aircraft Work Proposal And Agreement SCHEDULED INFORMATION Requested Input Date: Requested Location Lead Time The required lead time is 30 calendar days upon receipt of executed agreement. (Lead time excludes options - please see optional item for any additional lead time required) Down Time Our estimated down time for the work scope quoted is 19-22 business days. This down time estimate includes normal discrepancy findings but does not include major discrepancies, corrosion or structural repairs. This category of discrepancy will require evaluation to determine repair schemes and schedule impact. The projected down time excludes additional work requested, overtime not included in the quoted items and options (See the optional item for any additional down time required). PROPOSAL ACCEPTANCE INSTRUCTIONS The prices contained in this Aircraft Work Proposal and Agreement (hereafter proposal) shall remain firm for a period of ninety 90 days from the date hereof. In order to accept the proposal customer shall sign this document in the space provided on the following page, initial the payment terms on the following page, initial as Accept or Decline all Optional items that may be contained within the Work Scope and return it to CIA within such ninety (90) day period. Upon execution by CIA, this proposal shall be deemed a binding contract. Until actual receipt by CIA of a signed proposal from the customer, CLA may withdraw or modify the proposal. The exhibits attached hereto are expressly made a part of this proposal. CLA's acceptance is conditioned upon customer's agreement to all of the terms and conditions within this work proposal, the attached terms and conditions, and all exhibits attached hereto. Terms and conditions contained herein may not be amended without written consent of CIA. Upon your review and acceptance, please return signed copy electronically of fax to 818.947.5474. Gulfstream Aerospace N120.IE WOQ19-03044 3 02/11/2019 11:16AM GIV 1085 EFTA00805535 CLAYS LACY Aircraft Work Proposal And Agreement PAYMENT TERMS Progress Billings DESCRIPTION 50% Initial Payment Balance Due On Delivery The above quoted prices are exclusive of California State Sales Tax (if applicable), consumables and required shipping charges. Unless previously agreed, full payment for services rendered is required upon delivery. Acceptable methods of payment include: Certified funds, wire transfer, cash or other arrangements acceptable to Clay Lacy Aviation. Work Payment Terms: A deposit of 50% of the total proposal is due prior to start of the work and the remainder balance will be due on delivery. Payments made by Credit Card are subject to a 4% processing fee assessed on the total amount charged. AMOUNT $166,855.50 Initial AUTHORIZATION Clay Lacy Aviation By: Title: Date• ACCEPTED AND AGREED TO lege LLC By. Title: Date• I certify that I have full legal authority to sign this Work Proposal Agreement Gulfstream Aerospace N120.IE WOQ19•00044 4 02/11/2019 11:16AM GIV 1085 EFTA00805536 CLAYS LACY Aircraft Work Proposal And Agreement Item: 1. AVIONICS Item Subtotal: $333,711.00 Guffstream Aerospace N12WE WOQ19-00044 5 02/11/2019 11:16AM GIV 1085 EFTA00805537 CLAYS LACY Aircraft Work Proposal And Agreement Item: 1. AVIONICS Item Subtotal: $333,711.00 1.1 C/W Aircraft Modification to FANS 1A. / CPDLC / ADS-C compliant configuration with ATN81, ADS-8 Out & option for MIS Retention (See Option 1) ' ESTIMATED DOWNTIME: 19 to 22 Days C/W FANS 1A+ System Installation per KaiserAir STC ST03422CH - Install Universal Avionics UNS-1 Espw FMS as a third FMS with the following features & functions 1. Full CPDLC / ADS-C Out capability when coupled with the Unilink 801 (listed below) 2. FAA TSO-C146c approved Universal Avionics' SEAS-EMS meets the requirement for the Navigation Source part of an aircraft's Automatic Dependent Surveillance Broadcast (ADS-8) Out installation and approval. (Note: This system does not qualify for the LPV Approach certification as it is a single system) 3. Full color LCD display with full function keyboard 4. Full laterally displayed and coupled third FMS with independent world wide database and independent data loader ' Aircraft currently has a 3rd NZ2000 FMS Nav Computer & Display Unit that will have to be removed, disabled & restrapped, avionics re-configured, wires capped & stowed. Engineering drawings will be provided along with a revised AFMS to show only 2 NZ's, Revised ELA and FM Form 8110.3. - Installation of a Universal Avionics UL-801 Unilink Communications Management Unit (CMU), provides advanced air-to-ground, two-way datalink capabilities with: 1. Imbedded VHF Datalink (VOL) for sending information between aircraft and stations 2. Automatic Dependent Surveillance-Contract (ADS-C) functionality 3. Compliant with European Link-2000+ Program Mandates (See Note 1) 4. Compliant with FANS-1A requirements. 5. International interface with the True North Simphone FANS-1/A Data Link Unit, FM TSO-C1S9c approved Iridium SBD Transceiver (Required for FANS operations). - Installation of the True North SIMPHONE Data Link Unit, Inmarsat Filter & Iridium Antenna - Installation of a Universal Avionics CVR-120A Cockpit Voice Recorder with: 1. Solid State recording and memory 2. 120 minutes of cockpit voice and ambient audio recording 3. Meets all published and emerging regulations for cockpit voice and datalink recording with the convenience of a small, lightweight unit FANS Notes: 1. FANS certification will require crew training on equipment and procedures. Clay Lacy Aviation will assist you in scheduling training and provide an LOA template (Training is independent of Clay Lacy and charges will be paid directly to the training provider) 2. Please note there is a 6 to 8 week lead time for Universal Avionics Equipment C/W ADS-8 Out (DO-2608) System Installation, "ADD - On" to FANS 1A+ Installation - Factory Upgrade to both of your existing (DO-260A) Collins TDR-94D Transponders from their existing -409 status to -501 status (00.2608 compliant, S8 514), and addition of applicable annunciators and return to service per Existing STC ADS-8 OUT Notes: 1. ADS-B (DO-260A) compliance is currently required for operations above 29,000 feet AGL in Australia, Singapore, Hong Kong and Vietnam Airspace 2. DO.260B ADS-8 compliance will be mandatory for ALL aircraft operations in United States Airspace in 2020. This solution satisfies both of these requirements Gulfstream Aerospace N120.IE WOQ19-00044 6 02/11/2019 11:16AM GIV 1085 EFTA00805538 CLAY* LACY Aircraft Work Proposal And Agreement Item: 1. AVIONICS Item Subtotal: $333,711.00 3. Transponder system modifications may impact existing RVSM equipment approvals. Aircraft operators should be aware that their current RVSM manual, RVSM ICA and LOA approvals may require revisions if any of the above address the existing Transponders by their full part numbers GENERAL NOTES: 1. DUE TO THE UNIQUE VARIATIONS IN INTERIOR CONFIGURATIONS, ADDITIONAL LABOR FOR THE REMOVAL & REINSTALLATION OF THE CABIN INTERIOR MAY BE REQUIRED. THESE OPERATIONS WILL BE INVOICED SEPARATELY ON A TIME AND MATERIAL (T&M) BASIS 2. POST INSTALLATION FLIGHT TESTING OF THE FANS SYSTEM AND ASSOCIATED COSTS WILL BE THE RESPONSIBILITY OF THE AIRCRAFT OPERATOR 3. ANTENNA OR EQUIPMENT RELOCATION / RECONFIGURATION NECESSARY TO ACCOMODATE THE PROPOSED EQUIPMENT -IF REQUIRED- WILL BE ASSESSED AT TIME OF AIRCRAFT ARRIVAL AND ANY ADDITIONAL ENGINEERING AND/OR LABOR WILL BE QUOTED SEPARATELY • • Prices subject to change upon evaluation of aircraft and equipment installed. • n This proposal valid till 5/31/19. Labor Flat Rate: $84,915.00 Parts Flat Rate: $239,499.00 Services Flat Rate: $9,297.00 Misc charges: As required Total: $333,711.00 1.2 OPTION 1: C/W AFIS System Retention Should you desire to retain your existing AFIS Unit to provide data to the existing NZ-2000 FMS Systems, the following will be complied with: - Update your existing AFIS via Honeywell Service Bulletin to Hardware Mod Level 7 (or later) and Software Mod Level 8 (or later) allowing the AFIS VHF to access the SITA Network. • Upgrade costs may vary depending on current Hardware and Software Level Status and will be quoted separately. • • Any Repairs required on the AFIS Flight Data Management Unit will also be quoted separately. - Provide and install a factory New Sensor System S65-111-2 VHF Antenna dedicated to MIS operations. - Switch your service provider to SatCom Direct NOTES: 1. There is currently a 30 day Turn Time for upgrading the AFIS DMU at Honeywell. Rental Units are available for use while customer units are upgraded 2. Prices subject to change upon evaluation of aircraft and equipment installed. Accept Decline Labor Flat Rate: Parts Flat Rate: Services Flat Rate: Misc charges: $25,245.00 $3,600.00 $1&067.00 As required Total: $46,912.00 Gulfstream Aerospace N120.IE WOQ19-00044 7 02/11/2019 11:16AM GIV 1085 EFTA00805539 CLAY. LACY Aircraft Work Proposal And Agreement 1. LIMPED WARRANTY: Alaithenake and moditoshoo isodonumhip is warted apart defect area pedal (Alyea. or 400 Mgt Nun. richerm occurs fat tom the dale of warn to sena. Modifcalons and installatims inch:halm new ehipmat soda, components we aarranthl aganth ialetal on workrnenshp defects fa a period & 1 year. or 400 INN hours. ehkhever occurs test from date of ream to service_ Workmaistip as it relates to fuel leak resass all be warranted agalist defect fa a geoid of 3 months. a 150 lIghl lours. wheherti man Ina tom date of ream to service. The foregoing warranty shall be arrive any it he alicratiMMenent is returned b Clay Lacy Albion tacitly fa remit. at Customers expense. bather Mb partoXars n whoa of the mho of he delecl Clay Lacy Nation does not warrant porn. materitl, components. to:aliment a sauces swatted or performed by ohm companies. NA agrees to use carrnerciaty reasonable efforts to enure that he waters and surmised:es warrant:to oh retool to such parts. matedab. comarvers. madmen: a services ail be extended to cover and be ericeceable by the Cussicrer. Clay Lacy Arbon ail act lot its customers in the processing et any chims or adasimats wising my of ad beam of (Weenie palor malerir. compares. equipment a mrkfrenshp in accordance with such supping and sthordractors aarranles. This warranty does not extend to Procne; turished puts. mattert equipment a car:taigas. This warranty a he crib egress warranty made. and there be no eh er egress wreathes except as trade Man. Repair of repracertent as provided herein are the °rush, rernedes tot a bench of the owns wirranly glean herein. Ttis warranty shall not any to any iblablitri or rreimensice. rich n the judgment of Clay Lacy Albion. has been subjected b misuse. miligenct kre9t object cherme. improper itaitertree. Mame operation rodent too. feed. a ohm acts of God Impted aarrades et macharabity or foams ter a braids, use are hired b duration of he excess womanly gbh hers. There is no %wavy co/erg. and Cay Lacy Albion shall not be Aatle Ice any consequentill damages. areal damages. a agar' expenses_ THIS WARRANTY IS EXCLUSIVE AND N LIEU OF ALL OTHER WAPRANTES. METIER WRITTEN. ORAL. EXPRESS. BELIED OR STATUTORY (INCLUDING. MTHOUT LIMITATON. ANY WARRANTY OR MERCHANTABLITY OR FITNESS FCR A PARTICULAR PURPOSE} IN NO EVENT SHALL CLAY LACY AVIATION BE UN3LE FOR ANY SPECIAL. INCIDENTAL. INDIRECT. PUNITIVE OR CONSECODITIAL DAMAGES. litallDWG Y/MIOUT LIMITATION. LOST REVEIVE OR PROFIT AND COST OF REPLACEMENT AIRCRAFT. NO AGREEMENT EXTEIONG THIS WARRANTY SWILL BE BINDING UPON CLAY LACY MATCH MESS N WRITING AND SIGNED BY ITS DULY AUTHORIZED OFFICER OR REFRESENTIVE THE MOVE WARRANITY IS THE ONLY WARRANTY GIVEN UNLESS OTHER WARRNMES ARE ATTACHEDAND EXPRESSLY MADE A PART HEREOF. 2 PRICES. TAXES AND DELIVERY. Al ores are band on delivery to Clay Lacy Milian repel bar. Debeced Duty Paid rDeberit ant to rattan/ to the Customer aher completion of sort al Clay Lacy Argon Wry cRediehery-} Prices do not include transportation insemice. taxes. impost or ether anise cMrges. The amount of at Fermi, Sale a kcal taxes apticable b die sale. possessing use. or Comport/no & the a iles wad or the eat ;trimmer] and all duties. imposts. toffs or other sings leas. shall be added trapeze and pad by the Charity. except *here the Customer shal fresh an aprceride eddeate of exemplon. Customer snail indermiy and had Clay Lacy Avatim tarriess from he payment a imposition of any tax a levy Maned on au sacks sob. a far any Was. performed. pas hennas. interest a reasorrle atteme)s he connected with he imposibm &any such Its a kr,. 3. PARTS. Parts pricing is sutact b change by he OEM. Due to staNAW pang tablas. Total Make prkith tray be mac/Fess than the IstmaleT amount n this boreal. Ombra/ understands and agrees that FM FHA armed parts may be used in the repair. rraintenarce. hawed or ateradon of Customer's aka./ engne or component hereof. Customs furnished parts as be assessed 20% handing surcharge al the lire of arstaliatim based on the End:drier s Suggested Real Prize ("MSRP "unless berkanly agreed b Ming. Fa rebut rented. aerla.k.i or relit shed pads rise tie no llSRP, aroma win proithe the three tom rich Clay Lacy Avadon ash &terrine the surcharge on a ash plus basis. Customer furnished parts nut be accompanied by a properly executed release lot man to service in accordance with FM regthalons and Cay Lacy Aviston maternal's. Cay Lacy Arbon dabiens any and al loblity Ice Customer turristed pats and sacker excites any and al express. imthed or stattory gamines kr such pub includim. but not hinted lo. mewamanties el merchanthity and Ibiess lot a particular purpose. Cusbram shal release. Manor. defend. save and Fold harmless Clay Lacy Miran. its terpknees. rectors, cross. agents aril subcorwactors tom and Err any and al responares. labi bet, dears. demands bits. judincris, losses. damages costs and expenses lot the performance et suds pans and isstalalith by Cby Lacy Albion of such parts. 4. TM.ErtEN. Tde b Wished para. material and assorted labor stall pass to Customer ace, Redellary. Provided. lime/earth, Redelitery is projected to be more than slily (60) calendar days tom the dab of Defray to Clay Lacy Albion Cby Lacy Mahon resents Me Ott b tante, Ilte to parts makinal and associated labor to Customer at the tine tot such /ems are bcorporated clo Curtail Harland b invoice Customer Ice such items upon inctrpathon. Customer grants to Cby Ur/ Aviation a amity interest and Customer sprees b execute any dcannbdon rehired to pedal such thereat in all properly *WSJ by Customer 0ncludim aromas beneficial tiger b abler leased byGuarneri and in powessim ci Cay lacy Aviation b secure anoints ming to Clay Lacy Aviation and in the Akre. Cay Lacy Alleluia security interest ail attach to such Malawi upon he executer, bid defray of this agreement *Mout any further act bet" required by elberCuslomei or ClayLacyMirka 5. PAYMENT. Unless preciously agreed on sang. receipt at a &posh of 50% of the total proposal is required pea b slat ci he sort. and tat payment ter services is requited prior to Redekeery and athaft cleparbre. Acceptable methods of pigment inobdt COMM kinds. lake tarty. cash a otter amothonents acne:able to Clay Lacy Aviator,. Payments made by Credit Cad are subject to a 4% processith be assessed on the tool amount clamed. Robes, partner all be estableMd fa projects in excess at 51C0.000.00. Deposits are nanaluxbtle sal al be retched as iquhted damages in the event the pooh is canceled Requests ter credit ail nos be consdered err Charnel has completed. shoed and Canoed an abrasion lz credt My irtzaid tranceGI acard trial be pad vilhn 30days or inwice date ce a montiy hence charge of the tester of. (4 1.75% a lip the maximum penrolled by *hatable Ian oil be assessed. Fa parent a questions. please oxibel he cried meager at 818 -9092900. The credt dastard must Name eiceplons to the payment terms a partner methods lead herein in arsine and it aiding. II a trig knoice cannot le provided at Redelhery. Clay Lacy Avithon sell provide an earthed Mtge in other to expedite the Imety drum et Oman to Customer. My tightwad rircice is subject to change. Sasequert supplementry invoices reflecting he actual charges and babnces ell be submiad b Ocitomer as soca as practicable and ell be reccaled wa the amours preciously invoiced to Customer ands pad. 6. DELAYS. Clay Lacy Aviation shal rot be able for delays in Misery, roktniaxe. of fthure to ;cabs". matertacture or redehriy due to cones beyond its reasonatte echo] a acts of Gad. at at Me Custerre, arts of mierrenentartillary Largely, icrease n te sage of wort recrtested by Customer. condition of aircraft. delays in Imnsoceldon or shortages. a MOAN lit to causes beyond is reasonable camel to obtain necessary labor materials. unties. components a manutactwing fairies In the event of any such delay. the date of performanceRedthiery teal be egended for a period of Bee as may be reasonably necessary to compensate for any such delay. 7. CHANGES. Customer may request changes a addlims to lie work endow in any tippler* diaihnps speciicaSon andh designs provided thal such cress a addhons be documented on a Clay Lacy Million ccetraceprcheal adden&m. and signed by an auhotized Oiskener rebeseratite. Any change a addlon may affect price and redeliery. My change in ;rice stall be bane by Cuskevier. t is understood hat all woes se based on shirt tee bar costs. any dunce requested byGusto:mei necessary :al overtire expense ail be earned a change under OM pairgala 6. LIMITATION OF LIBIUTY. TO THE FULLEST EXTENT PERMITTED BY LAW. CLAY LACY AVIATKINS LIABILITY ON ANY CLAIM OF ANY MD. NCLUDING NEGLIGENCE FOR ANY LOSS (INCLUDING DEATH) CR DAMAGE ARISNG OUT OF. CONNECTED WITH, OR RESULTING FROM THIS AGREEMENT. CR FROM THE PERFORMANCE OR BREACH PEREOF. OR FROM THE MANUFACTURE. SALE. REDELIVERY. RESALE. REPAR OR USE OF ANY ARTICLE OR WORK COVERER BY OR FURNISIED UNDER MIS AGREEMENT SHALL PI NO CASE EXCEED TIE PRICE ALLOCABLE TO THE ARTICLE OR WORK WHICH GIVES PEE TO THE CLARA. ANY SUCH LABILITY SHALL BE CONDITIONED ON CUSTOMER PROViDED PROMPT WRITTEN NOTICE TO CLAY LACY AVIAMN OF ANY CLAIM AND. IN MY EVENT, MTIIN ONE YEAR FROM PE DATE OF OCCURRENCE OF THE CLAIM UNLESS TIE PARTIES HAVE AGREED IN WRITING TO A DIFFERENT PAM PERT D. IV NO EVENT SHALL CLAY LACY AVNTION BE LIABLE FOR SPECIAL. INCIDENTAL, INDIRECT. PLWMVE. OR CONSECAPENTAL DAMAGES. INCLUDING WITHOUT LNITATION. LOST REVENUE CR PROFIT AND COST CF REPLACEMENT AIRCRAFT OR FOR ANY DAMAGES ARISING FROM OR RELATED TO ACTS OF WAR OR TERRORISM. Erdal as ethos* provided b the cookery in wars. he provisbns of this Agreement be fox the parlas and not kr he tiara ol any other person. 9. EXCHANGES AND RE URNS. Exchange cores meal be returned freight broil. to the Clay Lacy Avisteo belly vertin fourteen (14) calendar days (bartywne (21) calendar days overseas) tom to date of shipment. Delay in encamp/sting a lately ream ail subect Customer to a core charge as eslatinhed by Pay Lac) Aaron. Customer agrees to pay ter at replacement parts in the ottraul of the exchange core no required as pad of a normal °versa Customer that be naiad ter any such calacurect pmts. Clay Lacy Analon an return at non-repairable {nonconforming) cores a par upon Customers written request muted tot the Customer ail pay any Wes. dudes. navels and burs levied on th* wine of the relayed item and at costs of return if wry. M gabs are tat no rhum of Limed par MI be permited Mess aerousty authored by Chy Lacy Avithon. Al authorized ratios mil be subject to a resbckauteceditcalon charge. Customer epees to pay for any core charm backs revIlivg from cores deemed macceptsble by the mandacturer a dolour/. 10. GOVERNMENTAL AUTHORIZATIONS. In at cases. Cuomo shall be he Miami a export of record and shall be reword° lel Arab °blaring any reputed poverty/octal authorizath such as ireboil license. exchange point or any ale, required paean:teal autartialco such as ?rat tense. egad Acense. exchange permit a any alter reputed governmental whodzahon. V Orilomir asks Cay Lacy Avithon to assist Cabins shad pay kit Cu; Lacy AM:Sea services. but Customer shit (mien _rather or export of record. Clay Lacy Albion shall not be table Fag authorization is delayed. denied( arcked. resticled. or net rented and Customer stall nx be retered of is adman to pay ter services rendered by Clay Lacy Avithon Is Customer. Al slicks. parts a equipmed delvered shth al al tines be subject to the US- Ethos Adiinistrahm Regdatken ard'ox Wiernatonal Trate in arms Republon andlof customs Repulsions and lass of the USA. and wry amentmenla Cydonia agrees not lo dispose el US. origin bare provided by Clay Lace Avislon alter tan n and b he may of dirde desSnabn smelted in Customers purchase order rat( approved pow/rhea lkenses(s)a zadaralonsisl. except as tese bows and regubdons may paint 11. INDEMNIFICATION. Customer that Merritt and Mkt Cby Lacy Mahal. ns employees and agents harnass fa Ices of or damage b the :awn, iielugng the Wat acccerlithed on the areal urger his agreentea kr any reason a ar se thatzwear whle the aitrat a it the possession andhe conal of Cby Lacy Aviation or on the premises of Clay Lacy McKim_ thatilistraing the foregoing Cay Lacy Mists, shad godhernnty and hold Customer rethess la any loss a damage to the mean tearing ore i: is ran prodded such damage to the Oman is soleiy. diary and preintatety caused by a/large of Clay Lacy Motto. rev, parking further tat Cay Lace Miriam hi rot inderrrify Customer kr arty it/rages that wise from a we rated to acts of ear a lesortsm. In no event tat Clay Lacy Aram onlemnty or labIty exceed the price Ware to he *oda aide a pan *Nth gives rise to a dam tor loss a damage bib atchlt 12. FLIGHTS. This ageement does ml aver test Mtge a Redetiery Ern of Customers aircraft by Cby Lacy Alban or any other fights of Cuskonerb airiat In he event that Cushmer desires Cby Lacy halm to perform such terrines. they vet be rendered under a separate agreement. rich aft rechire appropriate gram and reerntut won recede(' of Cby Lary Adair, by Customer before he commencement of such tips. Custernee is trans,* foe stoat opening expenses such as crew fuel etc kr beAgates/Mg and cattalo& subject ko he provisions el Sedan 12 Nati 13. CUSTOMER REPRESENTATIVES. Customers recesentatioes shat hoe access aelort normal bus'ress hours to Clay Lacy AvOtion't bates and re anal role he eat a berg wen:toed. Cby Lacy Avithon ran art reguraans cereerring eraloyees and tallieswit be cimereed by such representations. she sal hare access to any paten of Clay Lacy Avithon Minks that may be reared by US. Grimmer* secal) rept/lona a by Clay Lacy AdMiXt Initials Guffstream Aerospace N1201E WOQ19-00044 GIV 1085 8 02/11/2019 1 16AM EFTA00805540 CLAY. LACY Aircraft Work Proposal And Agreement 11. DEFAULT. ShouU *weds occur earth would re rise bilabial by Customer Ural Clay Lacy Minn has !reached this agreement or is otherwise in defall. Customer that first giro Clay Lacy Anthem a drily (30) calends dam %then non of such dant. Before Customer on admit such clam b any dispute tesolion process. Om Lacy Marlon shall ham, a thirty 130) calendars day period to cure any clam and mod any Malty lo Customs. Customer's breath a faibre b pay arts sum de uncle this a gement a any ether agreement or coMbel with Clay Lacy Aviation regardless of ellen Pe agreement or contract was entre/ into. ell at Gay Lary Malkin sob can if to breath a reopmment is nol eared %Whin fan (101 caendr days after wino notice of the breach, oxalate a delaUt of this agreement and all other agreements and contract, between Customer and Clay Lacy Aviation. h such an trent Cary Lacy ation —ay at its option »A toll performance under this agreement and any or al of the otter agreements and Contracts ire' a reasonatle lime after an defaults lave been awed. anda do Whig else tat the tawpermits. 15. DISPUTE RESOLUTION. If a dispute. claim or contraemy sarong out of ce relthig b the agreement Goan lye 'Dispute). eta party shall ove written naive to theater party requesting Thal senior management afteapt b resat, the dispute. Wain fifteen (15) calends days aba receipt al such ndice. the retching poly shall atrn it a swam resnene. Bali the notice and the respray shal ickde a stalemect of the ;acne prlis anion and a summaryof reasons suppxlig Sat pardon. The µales shal cause senor manage-ent to meet adrn tray (30) fi nds days ate receipt of the notice. at a mutually acceptable time and place. ant thereafter as often as they reasonably deem rearing. lo use commercially reastnatie effort, to resolve the ante in good faith, It. ATTORNEY. The prorating party in any ligation to enlace this agreement a any abandon concerring its subject mailer shall be ended bib reasonatie =Is and name), fees in addlion bay reef abhorred. 17. APPLICABLE LAW. TIM ',cement shall be interpreted, ant the rights and Ithiltres of the parlor &tanned. in a co:octane wilt to it of the Stale W Cal/aria, *ghoul regard to confIcts of tow principles. The patties consent and hereby sitnit bite erthasire jsndctionot the slat courts Ixated in Los Angkor County. Catena for a determination of ry and al issues betireen them relating to the nreement a its subset matter. Customer hereby wares I) the riga b a jay Dia in any and al prcceedngs. 2) any ad all ot(edons b yens and none:ant Inmate state courts referred bin this s nice. and 3) airy and SI rights to Inge try adion b the Orate, States District courts. 18. WAIVER. Carat by Clay Lacy Aveiro b assert al or my of its rights upon arry tench of this agreement stall not be deemed a water of such rights ether will respect to ash breach a wry SalaSeepent breach nor slue any waiter be apliel from the accrete-4e of any pommel a stmt.. No v.rtn waiter of any rights shall Wend b or affect any ant rghl Clay Lacy Aviadon may µmess. nor shall ash written watt, extend to any subsequent sifIllal or dissinileg breath. 19. SEVERABILITY. My Faison of this agreement. othith a prohtiled or unenforceable in any Oxidate. shall, as to ash jurithicdon, be ineffearie to to talent of suds peohtilim or Lrtenfonsebilly Ai/bat invalining the remaining prowsens. and any such peatibilon a uneribreeabNly is any jurisdiaion that not render urethra...able such amnion in any other juisdnion 20. ASSIGNMENT. The assenment of the &greened a a related porthole ader. a any rights a oblgaliam. by either party wthoul the prior written consent of the other party stall be mid. Skemastarding the abate. Cialornths cameni shal not be removed Ice Pe substitution at a Subsidiary or elan company of Clay Lacy Malian in the dace of Clay Lacy neaten as the cats:ling rarely wake the reopiant of pelmet pertenrg to all a peel of any pethase order. Should such subthlutionocar. Customer shal be nettled thane amen 21. TfTLESISUBTITLES. The lites and rani Own b sections of to ageenin are kr commence sty and tan not in an/ manna be deemed fa Imit a rabic! the context al the seclka b each they ratite. The words Tereor. 'Wander , 'herein'. 'herewith- rend sails tomb se col lo be deemed restricthe and refer lo Ihe one agreement wrobding all achtils 22. MODIFICATION. Ths agreement may arty be mailed. suplernerted. OF amaded by a writer dray sign by an authorized represent:Aro of both pales haat. 23. ENTIRE AGREEMENT: AUTHORITY: This agreement is intended lo be the omplete and enchain, statement between the pastes at the wok to be done and the appicable terms and condions No prior proposals. statements. negol ithin. warranties, cane of &aloe or usage of bade will be part of this agreement. Clay Lacy Mann caeca to Customers narnistent or addend terms. however stated, and such sham not be pat of tic agreement atm Clay Lacy Averion spec ire* accepts them in writing. &gone snipe la the Customer represents Ural she a he is eathamd by the Customer in the capably indicated and is unequnaly a/tented to kind Pe Cullom:cloths ageeerenl 21. BINDING EFECT. Ths Proposal is submitted b Customer for informal:ad purposes arty. The proposal shall not became a tinting agreenert between Customer and Chy Lacy Albion unless silted by Customer and retorted to Clay Lacy Avalith at its eke it Van Nuys. Caliker a. and there accepted by Clay Lacy Asialkxs witin thirty iso) days from the date of he arena unless scene' /hand by CIO/ Lacy Anthem a rejected by Ouskm. 25. PRICING. LYat e11 teperkared on ether a ftat.rthad a Imo and materials ban, as noted Ci Ciabmefs proposal or Squeal( Summary Unless allergist quoted in he Rena a arbant Wank sanmetY as line and materials sorted, Clay Lacy Amnion ail µrpm al cork on a flat-raled basis for bbor. Cooled prices hr inspections are I= prices and include flat.rated laba for carob* inspection n accadsce sigh the requiements speckled in the manufacleas inspedion manual. Sal -rakes toter ail he tiled al the quoted rate reoardess of the actual mount of labor required to ;edam the rat Estimates of ant of work. which is noted, to be peefonned on a line and materials bass are artial b change. The feel cos: of each lime and materials dery wil be based on the nal materials, pans. labor and outside seats requied b carpee the item. 28. ADDITIONAL CHARGES. The klbang addiona charges are not reflected the quoted prices and shall be paid by Oaken to Clay Lacy Minn upon demand dapple/21e: IOC:by LnyAwalith changes kr menthe any CosInthr• furnished rah. manna a apemen! found not othenne subtle for d3 iterided use: Ib) Clay Lary Marlon charges for any rework or addlicris b Customer furnished *agnate: k) Clay Lacy Atialion thanes ke helot. Swans* and geld crews required for fight bang andbr ground MN on an Scan Id) If overtime is remind in cedar b contele tie work co the schedule maned by Customer. Clay Lacy Mialen wil adtise Cuslcaer of the netessrly and *Minded cost of the overtime work. Customer ail have the othon to pay overtire rates a adyast the &Peery dale. Customer ell pay ids al approved heroine charges ra wat performed assuant to the gems of this proposal : arab. (el Necessary repbcenteet parts. 27. AVIONICSANTERIORS Interees and Aeries are not 'thisthardzed • As ash, it is Clay Lacy neaten potty to i-Axm Customer that hs proposal is budgetary in mine. pending a renew of accurate and complete historical aren't rends. includig bt not Imbed b wiring dagrams. electrical load anaysis. 3373. interim drawings, evaporated STCs, equpment Isis logbooks andother dcamins. Customer must submt el requested areal! records b Clay Lacy Minn at Mast thily 130) days ;six to dethery of tie arcraft to Clay Lacy Avian° for any rano andbe rano' wale My delay in kinishne such records wll elect the proposed pricing. okrthrime red anticipated Redd/meg dale bled Pie attached prole. Existing arcraft equpment must be compatible with the system b be instated The north must have adequate space and poser lo aCcorrandate Pe adrenal equpment. Upon Clay Lacy Avradon 'a receipt of the above mentioned ifenaudon. Clay Lacy Matron can amide Customer wit a complete. aoposa Customer may bap Clay Lary Mahon n voicing this by melon sure Ural Customer has sent mionks tongs agog wyh prof:graph of Customer's instrument panels ant pedethai ri edition to n es-lamed Isl. Certification costs are shown as a separate item on the proposal. Clay Lacy Avraten proposal prices do not include ranee' and iensthlthen or modicalon of interior components unless otherwise specified 28. SCHEDULING. Maintenance posilixis are provided on a first wheeled, firth sated basis Pei earty.sgned proposal all ensure the greatest number of araibble maintenance ponhons Clay Lacy Amain that not be lithe for delays used by sutankactors. verdors. tippers or other oranstances tern our control. Chy Lay Ariatto wit not be lab* fa any case:wenn' damages, incidental damages. incidental °senses. down Imo el aroat nix loss of rovecue because of such delays 29. SUBSTITUTIONS. Clay Lacy Avalon shall harm Pm right to neap:rale charges in deer. ConSladon, installs6on, and sutaltute ea.ivdent equanenl. acceSsones, parts a material where such changes are deemed necessary by CIO/ Lacy Aviation to mad delays or coprove product contd, performance, relebNly. stabity. hefty, manAthlurer a appearance of td 900dl a nuItrnsis /LIF0'S heal ' 30. AIRCRAFT RECORDS. The Customer is resporatle for famishing al airraltrecords recuesled by Clay Lacy hear= at the time of delitery. Sign-Bs all be documented on copes of the omen, manufacturer's maintenance scheduk and in tie small Monad. V add/tonal ago-offs are needed for 'hid party maitenince trading systems. Me sign-offs all be accomplshed on a tine and natal basis al the Ilancarat labor rale. 31. AIRCRAFT FUEL. Departing an defter truck avabtilly at the ate fuer rammed tram the aircraft for maintenance needs may not be are lobe placed tea in the aircraft de to regulthons regardng =neglect fuel. To mare a rnrimurn arnant of lost fuel. Clay Lacy Atialcn recommends Tel )au inn yes fuel so that Customer plan b delve" the aircraft b Clay Lacy hint= set as small of a fuel load as enable. This ail save Customer cost in both man-Ions nand to de-fuel the araalt ad also 'mil the amount of lel tat could be lost during mantenne. 32. CONTRACT CHANGE ORDERS. II Customer monischanges to the scope of work as defend herein a idscretancy roper coeditor's are bun the Customer wit be prodded wits a Contact Change Order (COO, The hoer rale, wll be the then !WWII rates when the aircraft writes Ice won The CCO wit state the change a edition to the scope of wore and tail infon the Customer of the apact tut this has Corinne and anfamted Redeleary date. The CCO wN reference and emend this propose. The Customer ail be remind to son the CCO beat the neat scope change or adthion wll been My deg ri Customer signhq Be CCO wil resift in a erininum of one (t) additional day added to the Redden date kr eµh day the CCO romans unsigned and Innen to Clay Lacy Adalon. Initials Gulfstream Aerospace N1201E WOQ19-00044 GIV 1085 9 02/11/2019 1 16AM EFTA00805541