Common use of Capital Asset Replacement Work Submittal Clause in Contracts

Capital Asset Replacement Work Submittal. 3.2.2.1 As part of the Maintenance Management Plan required under Section 1900 of Exhibit 2, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, a Capital Asset Replacement Work Submittal. The Capital Asset Replacement Work Submittal shall meet the requirements set forth in Section 1900 of Exhibit 2. 3.2.2.2 Not later than 120 days before each anniversary of the Initial Maintenance Term Commencement Date thereafter, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, either: (a) a revised Capital Asset Replacement Work Submittal for the upcoming year or (b) the then-existing Capital Asset Replacement Work Submittal, accompanied by a written statement that Maintenance Contractor intends to continue in effect the then-existing Capital Asset Replacement Work Submittal without revision for the upcoming year (in either case, referred to as the “updated Capital Assert Replacement Work Submittal”). Maintenance Contractor shall make revisions as reasonably indicated by experience and then-existing conditions respecting the Project, changes in technology, changes in Maintenance Contractor’s planned means and methods of performing the Capital Asset Replacement Work, and other relevant factors. The updated Capital Asset Replacement Work Submittal shall show the revisions, if any, to the prior Capital Asset Replacement Work Submittal and include an explanation of reasons for revisions. If no revisions are proposed, Maintenance Contractor shall include an explanation for the lack of . 3.2.2.3 TxDOT shall review the annual Capital Asset Replacement Work Submittal and meet with Maintenance Contractor within 30 Days after its submittal to discuss revisions and clarifications or to resolve any disagreements. Within 15 Days after such meeting, Maintenance Contractor shall resubmit the updated Capital Asset Replacement Work Submittal to TxDOT. TxDOT will either approve or disapprove the Capital Asset Replacement Work Submittal within 15 Days, with comments, objections, recommendations or disapprovals noted in writing. If TxDOT disapproves the Capital Asset Replacement Work Submittal, within ten days after receiving written notice of comments, objections, recommendations or disapprovals from TxDOT, Maintenance Contractor shall submit to TxDOT a revised initial or updated Capital Asset Replacement Work Submittal rectifying such matters and, for matters with which Maintenance Contractor disagrees, a written notice setting forth those comments, objections, recommendations and disapprovals that Maintenance Contractor disputes, which notice shall give details of Maintenance Contractor’s grounds for dispute. If Maintenance Contractor fails to give such notice within such time period, it shall be deemed to have accepted the comments, objections and recommendations and the initial or updated Capital Asset Replacement Work Submittal, as applicable, shall thereupon be deemed revised to incorporate the comments and recommendations and to rectify the objections or disapprovals. After timely delivery of any dispute notice by Maintenance Contractor, Maintenance Contractor and TxDOT shall endeavor in good faith to reach agreement as to the matters listed in the notice. If no agreement is reached as to any such matter within 30 days after Maintenance Contractor delivers its notice, either Party may refer the Dispute to the disputes resolution procedures applicable to this Capital Maintenance Agreement. 3.2.2.4 All portions of the initial or updated Capital Asset Replacement Work Submittal that have been agreed to by the Parties shall govern. Until resolution of any portion of the initial or updated Capital Asset Replacement Work Submittal that is in Dispute, the treatment of that portion in the immediately preceding approved Capital Asset Replacement Work Submittal shall remain in effect and govern.

Capital Asset Replacement Work Submittal. 3.2.2.1 As part of the Maintenance Management Plan required under Section 1900 of Exhibit 2, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, a Capital Asset Replacement Work Submittal. The Capital Asset Replacement Work Submittal shall meet the requirements set forth in Section 1900 of Exhibit 2. 3.2.2.2 Not later than 120 days before each anniversary of the Initial Maintenance Term Commencement Date thereafter, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, either: : (a) a revised Capital Asset Replacement Work Submittal for the upcoming year or (b) the then-existing Capital Asset Replacement Work Submittal, accompanied by a written statement that Maintenance Contractor intends to continue in effect the then-existing Capital Asset Replacement Work Submittal without revision for the upcoming year (in either case, referred to as the “updated Capital Assert Replacement Work Submittal”). Maintenance Contractor shall make revisions as reasonably indicated by experience and then-existing conditions respecting the Project, changes in technology, changes in Maintenance Contractor’s planned means and methods of performing the Capital Asset Replacement Work, and other relevant factors. The updated Capital Asset Replacement Work Submittal shall show the revisions, if any, to the prior Capital Asset Replacement Work Submittal and include an explanation of reasons for revisions. If no revisions are proposed, Maintenance Contractor shall include an explanation for the lack of . 3.2.2.3 TxDOT shall review the annual Capital Asset Replacement Work Submittal and meet with Maintenance Contractor within 30 Days after its submittal to discuss revisions and clarifications or to resolve any disagreements. Within 15 Days after such meeting, Maintenance Contractor shall resubmit the updated Capital Asset Replacement Work Submittal to TxDOT. TxDOT will either approve or disapprove the Capital Asset Replacement Work Submittal within 15 Days, with comments, objections, recommendations or disapprovals noted in writing. If TxDOT disapproves the Capital Asset Replacement Work Submittal, within ten days after receiving written notice of comments, objections, recommendations or disapprovals from TxDOT, Maintenance Contractor shall submit to TxDOT a revised initial or updated Capital Asset Replacement Work Submittal rectifying such matters and, for matters with which Maintenance Contractor disagrees, a written notice setting forth those comments, objections, recommendations and disapprovals that Maintenance Contractor disputes, which notice shall give details of Maintenance Contractor’s grounds for dispute. If Maintenance Contractor fails to give such notice within such time period, it shall be deemed to have accepted the comments, objections and recommendations and the initial or updated Capital Asset Replacement Work Submittal, as applicable, shall thereupon be deemed revised to incorporate the comments and recommendations and to rectify the objections or disapprovals. After timely delivery of any dispute notice by Maintenance Contractor, Maintenance Contractor and TxDOT shall endeavor in good faith to reach agreement as to the matters listed in the notice. If no agreement is reached as to any such matter within 30 days after Maintenance Contractor delivers its notice, either Party may refer the Dispute to the disputes resolution procedures applicable to this Capital Maintenance Agreement. 3.2.2.4 All portions of the initial or updated Capital Asset Replacement Work Submittal that have been agreed to by the Parties shall govern. Until resolution of any portion of the initial or updated Capital Asset Replacement Work Submittal that is in Dispute, the treatment of that portion in the immediately preceding approved Capital Asset Replacement Work Submittal shall remain in effect and govern.

Capital Asset Replacement Work Submittal. 3.2.2.1 As part of the Maintenance Management Plan required under Section 1900 of Exhibit 2, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, a Capital Asset Replacement Work Submittal. The Capital Asset Replacement Work Submittal shall meet the requirements set forth in Section 1900 of Exhibit 2. 3.2.2.2 Not later than 120 days before each anniversary of the Initial Maintenance Term Commencement Date thereafter, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, either: (a) a revised Capital Asset Replacement Work Submittal for the upcoming year or (b) the then-existing Capital Asset Replacement Work Submittal, accompanied by a written statement that Maintenance Contractor intends to continue in effect the then-existing Capital Asset Replacement Work Submittal without revision for the upcoming year (in either case, referred to as the “updated Capital Assert Replacement Work Submittal”). Maintenance Contractor shall make revisions as reasonably indicated by experience and then-existing conditions respecting the Project, changes in technology, changes in Maintenance Contractor’s planned means and methods of performing the Capital Asset Replacement Work, and other relevant factors. The updated Capital Asset Replacement Work Submittal shall show the revisions, if any, to the prior Capital Asset Replacement Work Submittal and include an explanation of reasons for revisions. If no revisions are proposed, Maintenance Contractor shall include an explanation for the lack of . 3.2.2.3 TxDOT shall review the annual Capital Asset Replacement Work Submittal and meet with Maintenance Contractor within 30 Days after its submittal to discuss revisions and clarifications or to resolve any disagreements. Within 15 Days after such meeting, Maintenance Contractor shall resubmit the updated Capital Asset Replacement Work Submittal to TxDOT. TxDOT will either approve or disapprove the Capital Asset Replacement Work Submittal within 15 Days, with comments, objections, recommendations or disapprovals noted in writing. If TxDOT disapproves the Capital Asset Replacement Work Submittal, within ten days after receiving written notice of comments, objections, recommendations or disapprovals from TxDOT, Maintenance Contractor shall submit to TxDOT a revised initial or updated Capital Asset Replacement Work Submittal rectifying such matters and, for matters with which Maintenance Contractor disagrees, a written notice setting forth those comments, objections, recommendations and disapprovals that Maintenance Contractor disputes, which notice shall give details of Maintenance Contractor’s grounds for dispute. If Maintenance Contractor fails to give such notice within such time period, it shall be deemed to have accepted the comments, objections and recommendations and the initial or updated Capital Asset Replacement Work Submittal, as applicable, shall thereupon be deemed revised to incorporate the comments and recommendations and to rectify the objections or disapprovals. After timely delivery of any dispute notice by Maintenance Contractor, Maintenance Contractor and TxDOT shall endeavor in good faith to reach agreement as to the matters listed in the notice. If no agreement is reached as to any such matter within 30 days after Maintenance Contractor delivers its notice, either Party may refer the Dispute to the disputes resolution procedures applicable to this Capital Maintenance Agreement. 3.2.2.4 All portions of the initial or updated Capital Asset Replacement Work Submittal that have been agreed to by the Parties shall govern. Until resolution of any portion of the initial or updated Capital Asset Replacement Work Submittal that is in Dispute, the treatment of that portion in the immediately preceding approved Capital Asset Replacement Work Submittal shall remain in effect and govern.

Capital Asset Replacement Work Submittal. 3.2.2.1 3.3.2.1. As part of the Maintenance Management Plan required under Section 1900 of pursuant to Exhibit 2, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, a Capital Asset Replacement Work Submittal. The Capital Asset Replacement Work Submittal , which shall meet be prepared in accordance with and contain the requirements set forth in information required under Section 1900 0150 of Exhibit 2. 3.2.2.2 3.3.2.2. Not later than 120 days before each anniversary of the Initial Maintenance Term Commencement Date thereafter, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, either: (a) a revised Capital Asset Replacement Work Submittal for the upcoming year or (b) the then-existing Capital Asset Replacement Work Submittal, accompanied by a written statement that Maintenance Contractor intends to continue in effect the then-existing Capital Asset Replacement Work Submittal without revision for the upcoming year (in either case, referred to as the “updated Capital Assert Asset Replacement Work Submittal”). Maintenance Contractor shall make revisions as reasonably indicated by experience and then-existing conditions respecting the ProjectMaintenance Elements, the factors described in Exhibit 2, changes in technology, changes in Maintenance Contractor’s planned means and methods of performing the Capital Asset Replacement Work, and other relevant factors. The updated Capital Asset Replacement Work Submittal shall show meet the revisions, if any, requirements set forth in Section 0150 of Exhibit 2 to the prior Capital Asset Replacement Work Submittal and include an explanation of reasons for revisions. If no revisions are proposed, this Comprehensive Maintenance Contractor shall include an explanation for the lack of Agreement. 3.2.2.3 3.3.2.3. TxDOT shall review the annual updated Capital Asset Replacement Work Submittal and meet with Maintenance Contractor within 30 Days after its submittal to discuss revisions and clarifications or to resolve any disagreements. Within 15 Days after such meeting, Maintenance Contractor shall resubmit the updated Capital Asset Replacement Work Submittal to TxDOT. TxDOT will either approve or disapprove the Capital Asset Replacement Work Submittal within 15 Days, with comments, objections, recommendations or disapprovals noted in writing. If TxDOT disapproves the Capital Asset Replacement Work Submittal, within ten days after receiving written notice of comments, objections, recommendations or disapprovals from TxDOT, Maintenance Contractor shall submit to TxDOT a revised initial or updated Capital Asset Replacement Work Submittal rectifying such matters and, for matters with which the Maintenance Contractor disagrees, a written notice setting forth those comments, objections, recommendations and disapprovals that Maintenance Contractor disputes, which notice shall give details of Maintenance Contractor’s grounds for dispute. If Maintenance Contractor fails to give such notice within such time period, it shall be deemed to have accepted the comments, objections and recommendations and the initial or updated Capital Asset Replacement Work Submittal, as applicable, shall thereupon be deemed revised to incorporate the comments and recommendations and to rectify the objections or disapprovals. After timely delivery of any dispute notice by Maintenance Contractor, Maintenance Contractor and TxDOT shall endeavor in good faith to reach agreement as to the matters listed in the notice. If no agreement is reached as to any such matter within 30 days after Maintenance Contractor delivers its notice, either Party may refer the Dispute to the disputes resolution procedures applicable to this Capital Comprehensive Maintenance Agreement. 3.2.2.4 3.3.2.4. All portions of the initial or updated Capital Asset Replacement Work Submittal that have been agreed to by the Parties shall govern. Until resolution of any portion of the initial or updated Capital Asset Replacement Work Submittal that is in Dispute, the treatment of that portion in the immediately preceding approved Capital Asset Replacement Work Submittal shall remain in effect and govern.

Capital Asset Replacement Work Submittal. 3.2.2.1 As part of the Maintenance Management Plan required under Section 1900 of Exhibit 2, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, a Capital Asset Replacement Work Submittal. The Capital Asset Replacement Work Submittal shall meet the requirements set forth in Section 1900 of Exhibit 2. 3.2.2.2 Not later than 120 days before each anniversary of the Initial Maintenance Term Commencement Date thereafter, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, either: (a) a revised Capital Asset Replacement Work Submittal for the upcoming year or (b) the then-existing Capital Asset Replacement Work Submittal, accompanied by a written statement that Maintenance Contractor intends to continue in effect the then-existing Capital Asset Replacement Work Submittal without revision for the upcoming year (in either case, referred to as the “updated Capital Assert Replacement Work Submittal”). Maintenance Contractor shall make revisions as reasonably indicated by experience and then-existing conditions respecting the Project, changes in technology, changes in Maintenance Contractor’s planned means and methods of performing the Capital Asset Replacement Work, and other relevant factors. The updated Capital Asset Replacement Work Submittal shall show the revisions, if any, to the prior Capital Asset Replacement Work Submittal and include an explanation of reasons for revisions. If no revisions are proposed, Maintenance Contractor shall include an explanation for of the lack of reasons that no revisions are necessary. 3.2.2.3 TxDOT shall review the annual Capital Asset Replacement Work Submittal and meet with Maintenance Contractor within 30 Days after its submittal to discuss revisions and clarifications or to resolve any disagreements. Within 15 Days after such meeting, Maintenance Contractor shall resubmit the updated final Capital Asset Replacement Work Submittal to TxDOT. TxDOT will either approve or disapprove the Capital Asset Replacement Work Submittal within 15 Days, with comments, objections, recommendations or disapprovals noted in writing. If TxDOT disapproves the Capital Asset Replacement Work Submittal, within ten days after receiving written notice of comments, objections, recommendations or disapprovals from TxDOT, Maintenance Contractor shall submit to TxDOT a revised initial or updated Capital Asset Replacement Work Submittal rectifying such matters and, for matters with which Maintenance Contractor disagreesdisagrees with, a written notice setting forth those comments, objections, recommendations and disapprovals that Maintenance Contractor disputes, which notice shall give details of Maintenance Contractor’s grounds for dispute. If Maintenance Contractor fails to give such notice within such time period, it shall be deemed to have accepted the comments, objections and recommendations and the initial or updated Capital Asset Replacement Work Submittal, as applicable, shall thereupon be deemed revised to incorporate the comments and recommendations and to rectify the objections or disapprovals. After timely delivery of any dispute notice by Maintenance Contractor, Maintenance Contractor and TxDOT shall endeavor in good faith to reach agreement as to the matters listed in the notice. If no agreement is reached as to any such matter within 30 days after Maintenance Contractor delivers its notice, either Party may refer the Dispute to the disputes resolution procedures applicable to this Capital Maintenance Agreement. 3.2.2.4 All portions of the initial or updated Capital Asset Replacement Work Submittal that have been agreed to by the Parties shall govern. Until resolution of any portion of the initial or updated Capital Asset Replacement Work Submittal that is in Dispute, the treatment of that portion in the immediately preceding approved Capital Asset Replacement Work Submittal shall remain in effect and govern.

Capital Asset Replacement Work Submittal. 3.2.2.1 As part of the Maintenance Management Plan required under Section 1900 of Exhibit 2, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, a Capital Asset Replacement Work Submittal. The Capital Asset Replacement Work Submittal shall meet the requirements set forth in Section 1900 of Exhibit 2. 3.2.2.2 Not later than 120 days before each anniversary of the Initial Maintenance Term Commencement Date thereafter, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, either: (a) a revised Capital Asset Replacement Work Submittal for the upcoming year or (b) the then-existing Capital Asset Replacement Work Submittal, accompanied by a written statement that Maintenance Contractor intends to continue in effect the then-existing Capital Asset Replacement Work Submittal without revision for the upcoming year (in either case, referred to as the “updated Capital Assert Asset Replacement Work Submittal”). Maintenance Contractor shall make revisions as reasonably indicated by experience and then-existing conditions respecting the Project, changes in technology, changes in Maintenance Contractor’s planned means and methods of performing the Capital Asset Replacement Work, and other relevant factors. The updated Capital Asset Replacement Work Submittal shall show the revisions, if any, to the prior Capital Asset Replacement Work Submittal and include an explanation of reasons for revisions. If no revisions are proposed, Maintenance Contractor shall include an explanation for the lack of .Work 3.2.2.3 TxDOT shall review the annual Capital Asset Replacement Work Submittal and meet with Maintenance Contractor within 30 Days after its submittal to discuss revisions and clarifications or to resolve any disagreements. Within 15 Days after such meeting, Maintenance Contractor shall resubmit the updated Capital Asset Replacement Work Submittal to TxDOT. TxDOT will either approve or disapprove the Capital Asset Replacement Work Submittal within 15 Days, with comments, objections, recommendations or disapprovals noted in writing. If TxDOT disapproves the Capital Asset Replacement Work Submittal, within ten days after receiving written notice of comments, objections, recommendations or disapprovals from TxDOT, Maintenance Contractor shall submit to TxDOT a revised initial or updated Capital Asset Replacement Work Submittal rectifying such matters and, for matters with which Maintenance Contractor disagrees, a written notice setting forth those comments, objections, recommendations and disapprovals that Maintenance Contractor disputes, which notice shall give details of Maintenance Contractor’s grounds for dispute. If Maintenance Contractor fails to give such notice within such time period, it shall be deemed to have accepted the comments, objections and recommendations and the initial or updated Capital Asset Replacement Work Submittal, as applicable, shall thereupon be deemed revised to incorporate the comments and recommendations and to rectify the objections or disapprovals. After timely delivery of any dispute notice by Maintenance Contractor, Maintenance Contractor and TxDOT shall endeavor in good faith to reach agreement as to the matters listed in the notice. If no agreement is reached as to any such matter within 30 days after Maintenance Contractor delivers its notice, either Party may refer the Dispute to the disputes resolution procedures applicable to this Capital Maintenance Agreement. 3.2.2.4 All portions of the initial or updated Capital Asset Replacement Work Submittal that have been agreed to by the Parties shall govern. Until resolution of any portion of the initial or updated Capital Asset Replacement Work Submittal that is in Dispute, the treatment of that portion in the immediately preceding approved Capital Asset Replacement Work Submittal shall remain in effect and govern.

Capital Asset Replacement Work Submittal. 3.2.2.1 As part of the Maintenance Management Plan required under Section 1900 of Exhibit 2, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, a Capital Asset Replacement Work Submittal. The Capital Asset Replacement Work Submittal shall meet the requirements set forth in Section 1900 of Exhibit 2. 3.2.2.2 Not later than 120 days before each anniversary of the Initial Maintenance Term Commencement Date thereafter, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, either: (a) a revised Capital Asset Replacement Work Submittal for the upcoming year or (b) the then-existing Capital Asset Replacement Work Submittal, accompanied by a written statement that Maintenance Contractor intends to continue in effect the then-existing Capital Asset Replacement Work Submittal without revision for the upcoming year (in either case, referred to as the “updated Capital Assert Asset Replacement Work Submittal”). Maintenance Contractor shall make revisions as reasonably indicated by experience and then-existing conditions respecting the Project, changes in technology, changes in Maintenance Contractor’s planned means and methods of performing the Capital Asset Replacement Work, and other relevant factors. The updated Capital Asset Replacement Work Submittal shall show the revisions, if any, to the prior Capital Asset Replacement Work Submittal and include an explanation of reasons for revisions. If no revisions are proposed, Maintenance Contractor shall include an explanation for the lack of revisions. 3.2.2.3 TxDOT shall review the annual Capital Asset Replacement Work Submittal and meet with Maintenance Contractor within 30 Days after its submittal to discuss revisions and clarifications or to resolve any disagreements. Within 15 Days after such meeting, Maintenance Contractor shall resubmit the updated Capital Asset Replacement Work Submittal to TxDOT. TxDOT will either approve or disapprove the Capital Asset Replacement Work Submittal within 15 Days, with comments, objections, recommendations or disapprovals noted in writing. If TxDOT disapproves the Capital Asset Replacement Work Submittal, within ten days after receiving written notice of comments, objections, recommendations or disapprovals from TxDOT, Maintenance Contractor shall submit to TxDOT a revised initial or updated Capital Asset Replacement Work Submittal rectifying such matters and, for matters with which Maintenance Contractor disagrees, a written notice setting forth those comments, objections, recommendations and disapprovals that Maintenance Contractor disputes, which notice shall give details of Maintenance Contractor’s grounds for dispute. If Maintenance Contractor fails to give such notice within such time period, it shall be deemed to have accepted the comments, objections and recommendations and the initial or updated Capital Asset Replacement Work Submittal, as applicable, shall thereupon be deemed revised to incorporate the comments and recommendations and to rectify the objections or disapprovals. After timely delivery of any dispute notice by Maintenance Contractor, Maintenance Contractor and TxDOT shall endeavor in good faith to reach agreement as to the matters listed in the notice. If no agreement is reached as to any such matter within 30 days after Maintenance Contractor delivers its notice, either Party may refer the Dispute to the disputes resolution procedures applicable to this Capital Maintenance Agreement., 3.2.2.4 All portions of the initial or updated Capital Asset Replacement Work Submittal that have been agreed to by the Parties shall govern. Until resolution of any portion of the initial or updated Capital Asset Replacement Work Submittal that is in Dispute, the treatment of that portion in the immediately preceding approved Capital Asset Replacement Work Submittal shall remain in effect and govern.

Capital Asset Replacement Work Submittal. 3.2.2.1 As part of the Maintenance Management Plan required under Section 1900 of Exhibit 2, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, a Capital Asset Replacement Work Submittal. The Capital Asset Replacement Work Submittal shall meet the requirements set forth in Section 1900 of Exhibit 2. 3.2.2.2 Not later than 120 days before each anniversary of the Initial Maintenance Term Commencement Date thereafter, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, either: : (a) a revised Capital Asset Replacement Work Submittal for the upcoming year or (b) the then-existing Capital Asset Replacement Work Submittal, accompanied by a written statement that Maintenance Contractor intends to continue in effect the then-existing Capital Asset Texas Department of Transportation Execution Version Horseshoe Project 11 Capital Maintenance Agreement Replacement Work Submittal without revision for the upcoming year (in either case, referred to as the “updated Capital Assert Replacement Work Submittal”). Maintenance Contractor shall make revisions as reasonably indicated by experience and then-then- existing conditions respecting the Project, changes in technology, changes in Maintenance Contractor’s planned means and methods of performing the Capital Asset Replacement Work, and other relevant factors. The updated Capital Asset Replacement Work Submittal shall show the revisions, if any, to the prior Capital Asset Replacement Work Submittal and include an explanation of reasons for revisions. If no revisions are proposed, Maintenance Contractor shall include an explanation for the lack of revisions. 3.2.2.3 TxDOT shall review the annual Capital Asset Replacement Work Submittal and meet with Maintenance Contractor within 30 Days after its submittal to discuss revisions and clarifications or to resolve any disagreements. Within 15 Days after such meeting, Maintenance Contractor shall resubmit the updated Capital Asset Replacement Work Submittal to TxDOT. TxDOT will either approve or disapprove the Capital Asset Replacement Work Submittal within 15 Days, with comments, objections, recommendations or disapprovals noted in writing. If TxDOT disapproves the Capital Asset Replacement Work Submittal, within ten days after receiving written notice of comments, objections, recommendations or disapprovals from TxDOT, Maintenance Contractor shall submit to TxDOT a revised initial or updated Capital Asset Replacement Work Submittal rectifying such matters and, for matters with which the Maintenance Contractor disagrees, a written notice setting forth those comments, objections, recommendations and disapprovals that Maintenance Contractor disputes, which notice shall give details of Maintenance Contractor’s grounds for dispute. If Maintenance Contractor fails to give such notice within such time period, it shall be deemed to have accepted the comments, objections and recommendations and the initial or updated Capital Asset Replacement Work Submittal, as applicable, shall thereupon be deemed revised to incorporate the comments and recommendations and to rectify the objections or disapprovals. After timely delivery of any dispute notice by Maintenance Contractor, Maintenance Contractor and TxDOT shall endeavor in good faith to reach agreement as to the matters listed in the notice. If no agreement is reached as to any such matter within 30 days after Maintenance Contractor delivers its notice, either Party may refer the Dispute to the disputes resolution procedures applicable to this Capital Maintenance Agreement. 3.2.2.4 All portions of the initial or updated Capital Asset Replacement Work Submittal that have been agreed to by the Parties shall govern. Until resolution of any portion of the initial or updated Capital Asset Replacement Work Submittal that is in Dispute, the treatment of that portion in the immediately preceding approved Capital Asset Replacement Work Submittal shall remain in effect and govern.

Capital Asset Replacement Work Submittal. 3.2.2.1 3.3.2.1. As part of the Maintenance Management Plan required under Section 1900 of pursuant to Exhibit 2, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, a Capital Asset Replacement Work Submittal. The Capital Asset Replacement Work Submittal , which shall meet be prepared in accordance with and contain the requirements set forth in information required under Section 1900 0150 of Exhibit 2. 3.2.2.2 3.3.2.2. Not later than 120 days before each anniversary of the Initial Maintenance Term Commencement Date thereafter, Maintenance Contractor shall prepare and submit, for TxDOT’s review and approval, either: (a) a revised Capital Asset Replacement Work Submittal for the upcoming year or (b) the then-existing Capital Asset Replacement Work Submittal, accompanied by a written statement that Maintenance Contractor intends to continue in effect the then-existing Capital Asset Replacement Work Submittal without revision for the upcoming year (in either case, referred to as the “updated Capital Assert Asset Replacement Work Submittal”). Maintenance Contractor shall make revisions as reasonably indicated by experience and then-existing conditions respecting the Project, changes in technology, changes in Maintenance Contractor’s planned means and methods of performing the Capital Asset Replacement Work, and other relevant factors. The updated Capital Asset Replacement Work Submittal shall show meet the revisions, if any, to the prior Capital Asset Replacement Work Submittal and include an explanation requirements set forth in Section 0150 of reasons for revisions. If no revisions are proposed, Maintenance Contractor shall include an explanation for the lack of Exhibit 2. 3.2.2.3 3.3.2.3. TxDOT shall review the annual updated Capital Asset Replacement Work Submittal and meet with Maintenance Contractor within 30 Days after its submittal to discuss revisions and clarifications or to resolve any disagreements. Within 15 Days after such meeting, Maintenance Contractor shall resubmit the updated Capital Asset Replacement Work Submittal to TxDOT. TxDOT will either approve or disapprove the Capital Asset Replacement Work Submittal within 15 Days, with comments, objections, recommendations or disapprovals noted in writing. If TxDOT disapproves the Capital Asset Replacement Work Submittal, within ten days after receiving written notice of comments, objections, recommendations or disapprovals from TxDOT, Maintenance Contractor shall submit to TxDOT a revised initial or updated Capital Asset Replacement Work Submittal rectifying such matters and, for matters with which the Maintenance Contractor disagrees, a written notice setting forth those comments, objections, recommendations and disapprovals that Maintenance Contractor disputes, which notice shall give details of Maintenance Contractor’s grounds for dispute. If Maintenance Contractor fails to give such notice within such time period, it shall be deemed to have accepted the comments, objections and recommendations and the initial or updated Capital Asset Replacement Work Submittal, as applicable, shall thereupon be deemed revised to incorporate the comments and recommendations and to rectify the objections or disapprovals. After timely delivery of any dispute notice by Maintenance Contractor, Maintenance Contractor and TxDOT shall endeavor in good faith to reach agreement as to the matters listed in the notice. If no agreement is reached as to any such matter within 30 days after Maintenance Contractor delivers its notice, either Party may refer the Dispute to the disputes resolution procedures applicable to this Capital Comprehensive Maintenance Agreement. 3.2.2.4 3.3.2.4. All portions of the initial or updated Capital Asset Replacement Work Submittal that have been agreed to by the Parties shall govern. Until resolution of any portion of the initial or updated Capital Asset Replacement Work Submittal that is in Dispute, the treatment of that portion in the immediately preceding approved Capital Asset Replacement Work Submittal shall remain in effect and govern.