Common use of Costs of Acquisitions Clause in Contracts

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1

Costs of Acquisitions. 6.2.1 (a) TxDOT shall be responsible for the purchase price of real property needed for ROW within the Schematic ROW, along with relocation assistance payments and title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 3.12.4(g) Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.23.14) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 (b) TxDOT shall pay the purchase price and any relocation assistance and title insurance of any real property outside the Draft Interim Schematic ROW that must be acquired due is a TxDOT Additional Property and, solely with respect to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for TxDOT Additional Properties that must be acquired required due to a TxDOT-Directed Change or a Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 1312. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 (c) Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.17.3.1 of the Technical Provisions. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. (d) All costs and expenses for the acquisition of any temporary right or interest in real property, including Project Specific Locations, that Developer determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in real property that Developer may wish to acquire for its convenience that will not be part of the Project ROW, shall be Developer’s sole responsibility, to be undertaken at Developer’s sole cost and expense. TxDOT shall have no obligations or responsibilities with respect to the acquisition, maintenance or disposition of such rights or interests or the condition of such rights or interests, and shall not be obligated to use its powers of eminent domain in connection therewith. Developer shall comply with all applicable Governmental Approvals and Laws in acquiring and maintaining or disposing of any such property rights or interests. Developer shall cause the documentation of any such property interest to contain the grantor’s express acknowledgment that TxDOT shall have no liability with respect thereto. (e) Developer shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any Developer-Designated ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and (b) any delay, inability or cost associated with the acquisition of any Developer-Designated ROW, including Developer-Designated ROW required to implement any ATCs. (f) If any Developer-Related Entity holds a real property interest, including a fee, easement or option to purchase, in a parcel located in the Schematic ROW, a mitigation site or a parcel on which a drainage easement shall be located, TxDOT, in its discretion, may elect to perform some or all of the real property acquisition services required under the Contract Documents that are associated with such parcel. In such event, TxDOT shall be entitled to deduct its TxDOT’s Recoverable Costs incurred in performing such services. Any risk of delay associated with the acquisition of the real property encumbered by the Developer-Related Entity’s property interest, including delay caused by condemnation proceedings, shall be borne by Developer and shall not be eligible for time extension. The price paid by the Developer-Related Entity for the real property interest acquired in such parcel may, in TxDOT’s discretion, be disregarded as a comparable price for purposes of appraisal or condemnation of such parcel. (g) If a parcel acquired by TxDOT includes: (i) property for which TxDOT is responsible for paying the price of acquisition (e.g., TxDOT Additional Properties) and

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price price, relocation assistance payments and the Title Insurance Policy, for all parcels within the Draft Interim Schematic ROW. Subject to Sections Section 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however provided, however, that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay be responsible for the purchase price of any real property property, relocation assistance payments and the Title Insurance Policy for parcels outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or a Force Majeure Eventevent, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-re- evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 6.2.6 and 6.2.7, Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract CDA Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, as any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-re- evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW, except that TxDOT shall retain responsibility for mitigation required in connection with the USACE Nationwide Permit under Section 404 of the Clean Water Act. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1

Costs of Acquisitions. 6.2.1 (a) TxDOT shall be responsible for the purchase price of real property needed for ROW within the Schematic ROW, along with relocation assistance payments and title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 3.12.4(g) Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.23.14) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 (b) TxDOT shall pay the purchase price and any relocation assistance and title insurance of any real property outside the Draft Interim Schematic ROW that must be acquired due is a TxDOT Additional Property and, solely with respect to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for TxDOT Additional Properties that must be acquired required due to a TxDOT-Directed Change or a Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 1312. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 (c) Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.17.3.1 of the Technical Provisions. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. (d) All costs and expenses for the acquisition of any temporary right or interest in real property, including Project Specific Locations, that Developer determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in real property that Developer may wish to acquire for its convenience that will not be part of the Project ROW, shall be Developer’s sole responsibility, to be undertaken at Developer’s sole cost and expense. TxDOT shall have no obligations or responsibilities with respect to the acquisition, maintenance or disposition of such rights or interests or the condition of such rights or interests, and shall not be obligated to use its powers of eminent domain in connection therewith. Developer shall comply with all applicable Governmental Approvals and Laws in acquiring and maintaining or disposing of any such property rights or interests. Developer shall cause the documentation of any such property interest to contain the grantor’s express acknowledgment that TxDOT shall have no liability with respect thereto. (e) Developer shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any Developer-Designated ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and (b) any delay, inability or cost associated with the acquisition of any Developer-Designated ROW, including Developer-Designated ROW required to implement any ATCs. (f) If any Developer-Related Entity holds a real property interest, including a fee, easement or option to purchase, in a parcel located in the Schematic ROW, a mitigation site or a parcel on which a drainage easement shall be located, TxDOT, in its discretion, may elect to perform some or all of the real property acquisition services required under the Contract Documents that are associated with such parcel. In such event, TxDOT shall be entitled to deduct its TxDOT’s Recoverable Costs incurred in performing such services. Any risk of delay associated with the acquisition of the real property encumbered by the Developer-Related Entity’s property interest, including delay caused by condemnation proceedings, shall be borne by Developer and shall not be eligible for time extension. The price paid by the Developer-Related Entity for the real property interest acquired in such parcel may, in TxDOT’s discretion, be disregarded as a comparable price for purposes of appraisal or condemnation of such parcel.

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price of real property needed for ROW within the Schematic ROW, along with relocation assistance payments and title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 Developer the immediately preceding sentence and Section 6.2.6, DB Contractor shall be responsible for performing the performance and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, relocation assistance, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcelsparcels that are Remaining Project ROW (excluding the Additional Properties), including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however provided, however, that DeveloperDB Contractor’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten 10 days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Office of the Attorney General counsel or fees for private counsel retained as directed by the State Office of the Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a DeveloperDB Contractor-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall (a) pay the purchase price of and any real property relocation assistance and title insurance premiums for any Additional Properties outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, Change or a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, necessary and (b) for Additional Properties that must be acquired due to a TxDOT-Directed Change or a Force Majeure Event, any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer DB Contractor shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological relocation assistance, archaeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation reevaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change, Force Majeure Event or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as DeveloperDB Contractor-Designated ROW. 6.2.3 Developer DB Contractor shall be responsible for and shall directly pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: including (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissionerSpecial Commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing closing, Special Commissioner’s award or final special commissioner’s awardjudgment, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchasespurchases including title insurance, in accordance with the Uniform Act and TxDOT policies; (f) property outside of the Schematic ROW that is acquired for drainage easements; (g) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1and

Costs of Acquisitions. 6.2.1 (a) TxDOT shall be responsible for the purchase price of real property needed for all parcels ROW within the Draft Interim Schematic ROW, along with relocation assistance payments and title insurance for all such property. Subject to Sections 6.2.7 3.13.4(g) Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.23.16) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 (b) TxDOT shall pay the purchase price and any relocation assistance and title insurance of any real property outside the Draft Interim Schematic ROW that must be acquired due is a TxDOT Additional Property and, solely with respect to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for TxDOT Additional Properties that must be acquired required due to a TxDOT-Directed Change or a Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 1312. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Developer- Designated ROW. 6.2.3 (c) Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1;

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, as any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer 6.2.2 DB Contractor shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: : (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s). If TxDOT incurs any such costs and expenses on DB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DB Contractor, in which case DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DB Contractor’s behalf, DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to DB Contractor pursuant to this Agreement. 6.2.3 All costs and expenses for the acquisition of any temporary right or interest in real property, including Project Specific Locations, that DB Contractor determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in real property that DB Contractor may wish to acquire for its convenience which will not be part of the Project ROW, shall be DB Contractor’s sole responsibility, to be undertaken at DB Contractor’s sole cost and expense. TxDOT shall have no obligations or responsibilities with respect to the acquisition, maintenance or disposition of such rights or interests or the condition of such rights or interests, and shall not be obligated to use its powers of eminent domain in connection therewith. DB Contractor shall comply with all applicable Governmental Approvals and Laws in acquiring and maintaining or disposing of any such property rights or interests. DB Contractor shall cause the documentation of any such property interest to contain the grantor’s express acknowledgment that TxDOT shall have no liability with respect thereto. 6.2.4 DB Contractor shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any DB Contractor- Designated ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and (b) any delay, inability or cost associated with the acquisition of any DB Contractor-Designated ROW, including DB Contractor-Designated ROW required to implement any ATCs. 6.2.5 If a parcel acquired by TxDOT includes: (a) property that TxDOT is responsible for paying the price of acquisition (i.e. Schematic ROW) and (b) property that DB Contractor is responsible for paying the price of acquisition (i.e. DB Contractor- Designated ROW), DB Contractor shall reimburse TxDOT a pro rata share of the parcel’s total purchase price and related fees and costs based on the physical area of the property referenced in accordance with clause (b) of this Section 7.3.16.2.5 as a proportion of the combined physical area of the properties referenced in clauses (a) and (b) of this Section 6.2.5 that is acquired by TxDOT.

Costs of Acquisitions. 6.2.1 (a) TxDOT shall be responsible for the purchase price of real property needed for all parcels ROW within the Draft Interim Schematic ROW, along with relocation assistance payments and title insurance for all such property. Subject to Sections 6.2.7 3.13.4(g) Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.23.16) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx Developer shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 (b) TxDOT shall pay the purchase price and any relocation assistance and title insurance of any real property outside the Draft Interim Schematic ROW that must be acquired due is a TxDOT Additional Property and, solely with respect to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for TxDOT Additional Properties that must be acquired required due to a TxDOT-Directed Change or a Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 1312. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Developer- Designated ROW. 6.2.3 (c) Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1;

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or a Force Majeure Eventevent, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-re- evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, as any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer 6.2.2 DB Contractor shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) ). If TxDOT incurs any such costs and expenses on DB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DB Contractor, in accordance with Section 7.3.1which case DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DB Contractor’s behalf, DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to DB Contractor pursuant to this Agreement.

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price of real property needed for ROW within the Preliminary ROW, along with relocation assistance payments and title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 Developer Section 6.2.6, DB Contractor shall be responsible for performing the performance and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, relocation assistance, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) 6.10.1.2 and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that DeveloperDB Contractor’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Office of the Attorney General counsel or fees for private counsel retained as directed by the State Office of the Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a DeveloperDB Contractor-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay (a) the purchase price of price, relocation assistance and title insurance premiums for any real property Additional Properties outside the Draft Interim Schematic Preliminary ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, and (b) for Additional Properties that must be acquired due to a TxDOT-TxDOT- Directed Change or a Force Majeure Eventevent, any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer DB Contractor shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological relocation assistance, archaeological surveys, environmental and other permitting and related services for such property, including any services related to re-re- evaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change, Force Majeure Event or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic Preliminary ROW that is acquired for drainage easements hereunder shall be treated as DeveloperDB Contractor-Designated ROW. 6.2.3 Developer DB Contractor shall be responsible for and shall directly pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissionerSpecial Commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing of 6.2.4 DB Contractor shall not be entitled to any increase in the Price or final special commissioner’s award, any time extension as applicable); a result of: (da) the cost of permitting; (e) closing costs Site conditions associated with parcel purchasesany DB Contractor-Designated ROW (including those relating to Hazardous Materials, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform ActDiffering Site Conditions or Utilities); and (gb) any delay, inability or cost associated with the cost acquisition of any DB Contractor-Designated ROW, including DB Contractor-Designated ROW required to implement any ATCs. 6.2.5 If any DB Contractor-Related Entity holds a real property interest, including a fee, easement or option to purchase, in a parcel located in the Preliminary ROW, a mitigation site or a parcel on which a drainage easement shall be located, TxDOT, in its sole discretion, may elect to perform some or all of the real property acquisition services required under the Contract Documents that are associated with such parcel. In such event, TxDOT shall be entitled to deduct TxDOT’s Recoverable Costs incurred in performing such services. Any risk of delay associated with the acquisition of the real property encumbered by the DB Contractor-Related Entity’s property interest, including delay caused by condemnation proceedings, shall be borne by DB Contractor and shall not be eligible for separate time extension. The price paid by the DB Contractor-Related Entity for the real property survey(sinterest acquired in such parcel may, in TxDOT’s discretion, be disregarded as a comparable price for purposes of appraisal and/or condemnation of such parcel. 6.2.6 If a parcel acquired by TxDOT includes: (a) property for which TxDOT is responsible for paying the price of acquisition (i.e., Preliminary ROW) and (b) property for which DB Contractor is responsible for paying the price of acquisition (i.e., DB Contractor- Designated ROW), DB Contractor shall reimburse TxDOT a pro rata share of the parcel’s total purchase price and related fees and costs based on the physical area of the property referenced in addition to clause (b) of this Section 6.2.6 as a proportion of the Draft Interim Schematic ROW survey(scombined physical area of the properties referenced in clauses (a) in accordance with and (b) of this Section 7.3.16.2.6 that is acquired by TxDOT.

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price of real property needed for ROW within the Schematic ROW, along with relocation assistance payments and the title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 Developer Section 6.2.6, DB Contractor shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however provided, however, that DeveloperDB Contractor’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on DeveloperDB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DeveloperDB Contractor, in which case Developer DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this AgreementDBA. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Office of the Attorney General counsel or fees for private counsel retained as directed by the State Office of the Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a DeveloperDB Contractor-Related Entity in the performance of its obligations under the Contract DBA Documents. 6.2.2 TxDOT shall pay the purchase price and any relocation assistance and title insurance of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired required due to a TxDOT-Directed Change or Force Majeure EventNecessary Basic Configuration Change, any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer DB Contractor shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer DB Contractor shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: : (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, including title insurance, in accordance with the Uniform Act and TxDOT policies; (f) property outside of the Schematic ROW that is acquired for drainage easements; (g) relocation assistance payments and costs, in accordance with the Uniform Act; and (gh) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.17 of the Technical Provisions. If TxDOT incurs any such costs and expenses on DB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DB Contractor, in which case DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DB Contractor’s behalf, DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to DB Contractor pursuant to this DBA. 6.2.4 DB Contractor shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any DB Contractor-Designated ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and (b) any delay, inability or cost associated with the acquisition of any DB Contractor-Designated ROW, including DB Contractor-Designated ROW required to implement any ATCs. 6.2.5 If any DB Contractor-Related Entity holds a real property interest, including a fee, easement or option to purchase, in a parcel located in the Schematic ROW, a mitigation site or a parcel on which a drainage easement shall be located, TxDOT, in its sole discretion, may elect to perform some or all of the real property acquisition services required under the DBA Documents that are associated with such parcel. In such event, 6.2.6 If a parcel acquired by TxDOT includes: (a) property for which TxDOT is responsible for paying the price of acquisition (e.g., Schematic ROW) and (b) property for which DB Contractor is responsible for paying the price of acquisition (e.g., DB Contractor- Designated ROW), DB Contractor shall reimburse TxDOT a pro rata share of the parcel’s total purchase price and related fees and costs based on the physical area of the property referenced in clause (b) of this Section 6.2.6 as a proportion of the combined physical area of the properties referenced in clauses (a) and (b) of this Section 6.2.6 that is acquired by TxDOT.

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer Section 6.2.7, DB Contractor shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcelsparcels in the Remaining Project ROW (excluding the Additional Properties), as set forth in Exhibit 23, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided provided, however that DeveloperDB Contractor’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on DeveloperDB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DeveloperDB Contractor, in which case Developer DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a DeveloperDB Contractor-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW.Necessary 6.2.3 Developer DB Contractor shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1

Costs of Acquisitions. 6.2.1 (a) TxDOT shall be responsible for the purchase price of real property needed for ROW within the Schematic ROW, along with relocation assistance payments and title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 3.12.4(g) Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.23.14) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance continue through the end of the ProjectTerm of the Agreement. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 (b) TxDOT shall pay the purchase price and any relocation assistance and title insurance of any real property outside the Draft Interim Schematic ROW that must be acquired due is a TxDOT Additional Property and, solely with respect to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for TxDOT Additional Properties that must be acquired required due to a TxDOT-Directed Change or a Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 1312. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 (c) Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.17.3.1 of the Technical Provisions. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. (d) All costs and expenses for the acquisition of any temporary right or interest in real property, including Project Specific Locations, that Developer determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in real property that Developer may wish to acquire for its convenience that will not be part of the Project ROW, shall be Developer’s sole responsibility, to be undertaken at Developer’s sole cost and expense. TxDOT shall have no obligations or responsibilities with respect to the acquisition, maintenance or disposition of such rights or interests or the condition of such rights or interests, and shall not be obligated to use its powers of eminent domain in connection therewith. Developer shall comply with all applicable Governmental Approvals and Laws in acquiring and maintaining or disposing of any such property rights or interests. Developer shall cause the documentation of any such property interest to contain the grantor’s express acknowledgment that TxDOT shall have no liability with respect thereto. (e) Developer shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any Developer-Designated ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and (b) any delay, inability or cost associated with the acquisition of any Developer-Designated ROW, including Developer-Designated ROW required to implement any ATCs. (f) If any Developer-Related Entity holds a real property interest, including a fee, easement or option to purchase, in a parcel located in the Schematic ROW, a mitigation site or a parcel on which a drainage easement shall be located, TxDOT, in its discretion, may elect to perform some or all of the real property acquisition services required under the Contract Documents that are associated with such parcel. In such event, TxDOT shall be entitled to deduct its TxDOT’s Recoverable Costs incurred in performing such services. Any risk of delay associated with the acquisition of the real property encumbered by the Developer-Related Entity’s property interest, including delay caused by condemnation proceedings, shall be borne by Developer and shall not be eligible for time extension. The price paid by the Developer-Related Entity for the real property interest acquired in such parcel may, in TxDOT’s discretion, be disregarded as a comparable price for purposes of appraisal or condemnation of such parcel. (g) If a parcel acquired by TxDOT includes: (i) property for which TxDOT is responsible for paying the price of acquisition (e.g., TxDOT Additional Properties) and

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer Section 6.2.7, DB Contractor shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that DeveloperDB Contractor’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on DeveloperDB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DeveloperDB Contractor, in which case Developer DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a DeveloperDB Contractor-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or a Force Majeure Event, any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer DB Contractor shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as DeveloperDB Contractor-Designated ROW. 6.2.3 Developer DB Contractor shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: : (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.17.3.1 of the Technical Provisions. If TxDOT incurs any such costs and expenses on DB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DB Contractor, in which case DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DB Contractor’s behalf, DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to DB Contractor pursuant to this Agreement. 6.2.4 All costs and expenses for the acquisition of any temporary right or interest in real property, including Project Specific Locations, that DB Contractor determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in real property that DB Contractor may wish to acquire for its convenience which will not be part of the Project ROW, shall be DB Contractor’s sole responsibility, to be undertaken at DB Contractor’s sole cost and expense. TxDOT shall have no obligations or responsibilities with respect to the acquisition, maintenance or disposition of such rights or interests or the condition of such 6.2.5 DB Contractor shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any DB Contractor- Designated ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and (b) any delay, inability or cost associated with the acquisition of any DB Contractor-Designated ROW, including DB Contractor-Designated ROW required to implement any ATCs. 6.2.6 TxDOT in its sole discretion may elect to perform some or all of the real property acquisition services required under the Contract Documents (a) that are associated with any real property interest, including a fee, easement or option to purchase, held by a DB Contractor-Related Entity in a parcel located in the Schematic ROW, a parcel located in a mitigation site or a parcel on which a drainage easement shall be located or

Costs of Acquisitions. 6.2.1 (a) TxDOT shall be responsible for the purchase price of real property needed for ROW within the Schematic ROW, along with relocation assistance payments and title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 3.12.4(g) Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.23.14) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance continue through the end of the ProjectTerm of the Agreement. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx Developer shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 (b) TxDOT shall pay the purchase price and any relocation assistance and title insurance of any real property outside the Draft Interim Schematic ROW that must be acquired due is a TxDOT Additional Property and, solely with respect to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for TxDOT Additional Properties that must be acquired required due to a TxDOT-Directed Change or a Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 1312. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 (c) Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.17.3.1 of the Technical Provisions. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Developer shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. (d) All costs and expenses for the acquisition of any temporary right or interest in real property, including Project Specific Locations, that Developer determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in real property that Developer may wish to acquire for its convenience that will not be part of the Project ROW, shall be Developer’s sole responsibility, to be undertaken at Developer’s sole cost and expense. TxDOT shall have no obligations or responsibilities with respect to the acquisition, maintenance or disposition of such rights or interests or the condition of such rights or interests, and shall not be obligated to use its powers of eminent domain in connection therewith. Developer shall comply with all applicable Governmental Approvals and Laws in acquiring and maintaining or disposing of any such property rights or interests. Developer shall cause the documentation of any such property interest to contain the grantor’s express acknowledgment that TxDOT shall have no liability with respect thereto. (e) Developer shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any Developer-Designated ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and (b) any delay, inability or cost associated with the acquisition of any Developer-Designated ROW, including Developer-Designated ROW required to implement any ATCs. (f) If any Developer-Related Entity holds a real property interest, including a fee, easement or option to purchase, in a parcel located in the Schematic ROW, a mitigation site or a parcel on which a drainage easement shall be located, TxDOT, in its discretion, may elect to perform some or all of the real property acquisition services required under the Contract Documents that are associated with such parcel. In such event, TxDOT shall be entitled to deduct its TxDOT’s Recoverable Costs incurred in performing such services. Any risk of delay associated with the acquisition of the real property encumbered by the Developer-Related Entity’s property interest, including delay caused by condemnation proceedings, shall be borne by Developer and shall not be eligible for time extension. The price paid by the Developer-Related Entity for the real property interest acquired in such parcel may, in TxDOT’s discretion, be disregarded as a comparable price for purposes of appraisal or condemnation of such parcel. (g) If a parcel acquired by TxDOT includes: (i) property for which TxDOT is responsible for paying the price of acquisition (e.g., TxDOT Additional Properties) and

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject TxDOT shall pay the purchase price of any real property outside the Schematic ROW that must be acquired due to Sections 6.2.7 Developer a TxDOT-Directed Change, Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as any other costs and expenses incurred by DB Contractor to acquire such real property, subject to the limitations in Section 13. Property outside of the Schematic ROW that is acquired for drainage easements hereunder shall be treated as DB Contractor-Designated ROW. 6.2.2 DB Contractor shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including shall pay directly all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Projectconnection with acquiring all DB Contractor-Designated ROW. If TxDOT incurs any such costs and expenses on DeveloperDB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DeveloperDB Contractor, in which case Developer DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract DocumentsDBA. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, any other 6.2.3 All costs and expenses incurred by Developer to acquire such for the acquisition of any temporary right or interest in real property, subject to including Project Specific Locations, that DB Contractor determines necessary or desirable for its convenience in constructing the limitations Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in Section 13. Developer real 6.2.4 DB Contractor shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification not be entitled to any TxDOT-Provided Approval, if necessary. Property outside of increase in the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated Price or any time extension as Developera result of: (a) Site conditions associated with any DB Contractor-Designated ROW. 6.2.3 Developer shall be responsible for ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and shall pay directly all costs and expenses in connection (b) any delay, inability or cost associated with acquiring all Developerthe acquisition of any DB Contractor-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all DeveloperDB Contractor-Designated ROW (required to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1implement any ATCs.

Costs of Acquisitions. 6.2.1 (a) TxDOT shall be responsible for the purchase price of real property needed for ROW within the Schematic ROW, along with relocation assistance payments and title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 3.12.4(g) Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.23.14) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance continue through the end of the ProjectTerm of the Agreement. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the Texas Department of Transportation 36 Execution Version US 181 Harbor Bridge Project Comprehensive Development Agreement amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 (b) TxDOT shall pay the purchase price and any relocation assistance and title insurance of any real property outside the Draft Interim Schematic ROW that must be acquired due is a TxDOT Additional Property and, solely with respect to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for TxDOT Additional Properties that must be acquired required due to a TxDOT-Directed Change or a Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 1312. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 (c) Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.17.3.1 of the Technical Provisions. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. (d) All costs and expenses for the acquisition of any temporary right or interest in real property, including Project Specific Locations, that Developer determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in real property that Developer may wish to acquire for its convenience that will not be part of the Project ROW, shall be Developer’s sole responsibility, to be undertaken at Developer’s sole cost and expense. TxDOT shall have no obligations or responsibilities with respect to the acquisition, maintenance or disposition of such rights or interests or the condition of such rights or interests, and shall not be obligated to use its powers of eminent domain in connection therewith. Developer shall comply with all applicable Governmental Approvals and Laws in acquiring and maintaining or disposing of any such property rights or interests. Developer shall cause the documentation of any such property interest to contain the grantor’s express acknowledgment that TxDOT shall have no liability with respect thereto. (e) Developer shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any Developer-Designated ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and (b) any delay, inability or cost associated with the acquisition of any Developer-Designated ROW, including Developer-Designated ROW required to implement any ATCs. (f) If any Developer-Related Entity holds a real property interest, including a fee, easement or option to purchase, in a parcel located in the Schematic ROW, a mitigation site or a parcel on which a drainage easement shall be located, TxDOT, in its discretion, may elect to perform some or all of the real property acquisition services required under the Contract Documents that are associated with such parcel. In such event, TxDOT shall be entitled to deduct its TxDOT’s Recoverable Costs incurred in performing such services. Any risk of delay associated with the acquisition of the real property encumbered by the Developer-Related Entity’s property interest, including delay caused by condemnation proceedings, shall be borne by Developer and shall not be eligible for time extension. The price paid by the Developer-Related Entity for the real property interest acquired in such parcel may, in TxDOT’s discretion, be disregarded as a comparable price for purposes of appraisal or condemnation of such parcel. (g) If a parcel acquired by TxDOT includes: (i) property for which TxDOT is responsible for paying the price of acquisition (e.g., TxDOT Additional Properties) and

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price price, relocation assistance payments and the Title Insurance Policy, for all parcels within the Draft Interim Schematic ROW. Subject to Sections Section 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however provided, however, that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Developer -Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay be responsible for the purchase price of any real property property, relocation assistance payments and the Title Insurance Policy for parcels outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or a Force Majeure Eventevent, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-re - evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation condemnati on proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney GeneralXxxx xxx’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents.real property needed 6.2.2 TxDOT shall pay (a) the purchase price of and any real property relocation assistance and title insurance premiums for any Additional Properties outside the Draft Interim Schematic Preliminary ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, and (b) for Additional Properties that must be acquired due to a TxDOT-Directed Change or a Force Majeure Eventevent, any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer DB Contractor shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological relocation assistance, archaeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change, Force Majeure Event or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic Preliminary ROW that is acquired for drainage easements hereunder shall be treated as DeveloperDB Contractor-Designated ROW. 6.2.3 Developer DB Contractor shall be responsible for and shall directly pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1’

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, as any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer 6.2.2 DB Contractor shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: : (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s). If TxDOT incurs any such costs and expenses on DB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DB Contractor, in which case DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DB Contractor’s behalf, DB Contractor Texas Department of Transportation RFP Addendum 5 US 77 Upgrade from Kingsville to Xxxxxxxx Project 34 Design-Build Agreement November 20, 2012 shall reimburse TxDOT within ten days of TxDOT’s submittal to DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to DB Contractor pursuant to this Agreement. 6.2.3 All costs and expenses for the acquisition of any temporary right or interest in real property, including Project Specific Locations, that DB Contractor determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in real property that DB Contractor may wish to acquire for its convenience which will not be part of the Project ROW, shall be DB Contractor’s sole responsibility, to be undertaken at DB Contractor’s sole cost and expense. TxDOT shall have no obligations or responsibilities with respect to the acquisition, maintenance or disposition of such rights or interests or the condition of such rights or interests, and shall not be obligated to use its powers of eminent domain in connection therewith. DB Contractor shall comply with all applicable Governmental Approvals and Laws in acquiring and maintaining or disposing of any such property rights or interests. DB Contractor shall cause the documentation of any such property interest to contain the grantor’s express acknowledgment that TxDOT shall have no liability with respect thereto. 6.2.4 DB Contractor shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any DB Contractor- Designated ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and (b) any delay, inability or cost associated with the acquisition of any DB Contractor-Designated ROW, including DB Contractor-Designated ROW required to implement any ATCs. 6.2.5 If a parcel acquired by TxDOT includes: (a) property that TxDOT is responsible for paying the price of acquisition (i.e. Schematic ROW) and (b) property that DB Contractor is responsible for paying the price of acquisition (i.e. DB Contractor- Designated ROW), DB Contractor shall reimburse TxDOT a pro rata share of the parcel’s total purchase price and related fees and costs based on the physical area of the property referenced in accordance with clause (b) of this Section 7.3.16.2.5 as a proportion of the combined physical area of the properties referenced in clauses (a) and (b) of this Section 6.2.5 that is acquired by TxDOT.

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price of real property needed for ROW within the Preliminary ROW, along with relocation assistance payments and title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 Developer Section 6.2.6, DB Contractor shall be responsible for performing the performance and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, relocation assistance, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that DeveloperDB Contractor’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Office of the Attorney General counsel or fees for private counsel retained as directed by the State Office of the Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a DeveloperDB Contractor-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay (a) the purchase price of price, relocation assistance and title insurance premiums for any real property Additional Properties outside the Draft Interim Schematic Preliminary ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, and (b) for Additional Properties that must be acquired due to a TxDOT-TxDOT- Directed Change or a Force Majeure Eventevent, any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer DB Contractor shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological relocation assistance, archaeological surveys, environmental and other permitting and related services for such property, including any services related to re-re- evaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change, Force Majeure Event or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic Preliminary ROW that is acquired for drainage easements hereunder shall be treated as DeveloperDB Contractor-Designated ROW. 6.2.3 Developer DB Contractor shall be responsible for and shall directly pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissionerSpecial Commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1of

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, as any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as DeveloperDB Contractor-Designated ROW. 6.2.3 Developer 6.2.2 DB Contractor shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: : (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s). If TxDOT incurs any such costs and expenses on DB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DB Contractor, in which case DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DB Contractor’s behalf, DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to DB Contractor pursuant to this DBA. 6.2.3 All costs and expenses for the acquisition of any temporary right or interest in real property, including Project Specific Locations, that DB Contractor determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in real property that DB Contractor may wish to acquire for its convenience which will not be part of the Project ROW, shall be DB Contractor’s sole responsibility, to be undertaken at DB Contractor’s sole cost and expense. TxDOT shall have no obligations or responsibilities with respect to the 6.2.4 DB Contractor shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any DB Contractor- Designated ROW (including those relating to Hazardous Materials, Differing Site Conditions or Utilities); and (b) any delay, inability or cost associated with the acquisition of any DB Contractor-Designated ROW, including DB Contractor-Designated ROW required to implement any ATCs. 6.2.5 If a parcel acquired by TxDOT includes: (a) property that TxDOT is responsible for paying the price of acquisition (i.e. Schematic ROW) and (b) property that DB Contractor is responsible for paying the price of acquisition (i.e. DB Contractor- Designated ROW), DB Contractor shall reimburse TxDOT a pro rata share of the parcel’s total purchase price and related fees and costs based on the physical area of the property referenced in accordance with clause (b) of this Section 7.3.16.2.5 as a proportion of the combined physical area of the properties referenced in clauses (a) and (b) of this Section 6.2.5 that is acquired by TxDOT.

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price of real property needed for ROW within the Schematic ROW, along with relocation assistance payments and the title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 Developer Section 6.2.6, DB Contractor shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however provided, however, that DeveloperDB Contractor’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on DeveloperDB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DeveloperDB Contractor, in which case Developer DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this AgreementDBA. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Office of the Attorney General counsel or fees for private counsel retained as directed by the State Office of the Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a DeveloperDB Contractor-Related Entity in the performance of its obligations under the Contract DBA Documents. 6.2.2 . TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, also provide review and approval for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations final closeout procedures established in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW7.2. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents.real property needed 6.2.2 TxDOT shall pay (a) the purchase price of and any real property relocation assistance and title insurance premiums for any Additional Properties outside the Draft Interim Schematic Preliminary ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, and (b) for Additional Properties that must be acquired due to a TxDOT-Directed Change or a Force Majeure Eventevent, any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer DB Contractor shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological relocation assistance, archaeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change, Force Majeure Event or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic Preliminary ROW that is acquired for drainage easements hereunder shall be treated as DeveloperDB Contractor-Designated ROW. 6.2.3 Developer DB Contractor shall be responsible for and shall directly pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1photos

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price of real property needed for ROW within the Schematic ROW, along with relocation assistance payments and the title insurance for all parcels within the Draft Interim Schematic ROWsuch property. Subject to Sections 6.2.7 Developer Section 6.2.6, DB Contractor shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however provided, however, that DeveloperDB Contractor’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on DeveloperDB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DeveloperDB Contractor, in which case Developer DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this AgreementDBA. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Office of the Attorney General counsel or fees for private counsel retained as directed by the State Office of the Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a DeveloperDB Contractor-Related Entity in the performance of its obligations under the Contract DBA Documents. 6.2.2 . TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, also provide review and approval for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations final closeout procedures established in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.17.2.12

Costs of Acquisitions. 6.2.1 For real property needed for ROW within the Preliminary ROW, TxDOT shall be responsible for (a) the purchase price of such real property, (b) any market rental consideration paid in connection with PUAs in accordance with Section 7.4.1 of the Technical Provisions, (c) relocation assistance payments required in connection with such real property and (d) title insurance for all parcels within the Draft Interim Schematic ROWsuch real property. Subject to Sections 6.2.7 Developer Section 6.2.6, DB Contractor shall be responsible for performing the performance and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, relocation assistance, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that DeveloperDB Contractor’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Office of the Attorney General counsel or fees for private counsel retained as directed by the State Office of the Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a DeveloperDB Contractor-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay (a) the purchase price of price, market rental consideration for PUAs, relocation assistance and title insurance premiums for any real property Additional Properties outside the Draft Interim Schematic Preliminary ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, and (b) for Additional Properties that must be acquired due to a TxDOT-Directed Change or a Force Majeure Eventevent, any other costs and expenses incurred by Developer DB Contractor to acquire such real property, subject to the limitations in Section 13. Developer DB Contractor shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological relocation assistance, archaeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property Except as required as a direct result of a TxDOT-Directed Change, Force Majeure Event or a Necessary Basic Configuration Change, property outside of the Draft Interim Schematic Preliminary ROW that is acquired for drainage easements hereunder shall be treated as DeveloperDB Contractor-Designated ROW. 6.2.3 Developer DB Contractor shall be responsible for and shall directly pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; direct 6.2.4 DB Contractor shall not be entitled to any increase in the Price or any time extension as a result of: (ca) the purchase prices, court awards or judgments, and special commissioner’s awards for all DeveloperSite conditions associated with any DB Contractor-Designated ROW (including those relating to be paid by Developer at the time of closing Hazardous Materials, Differing Site Conditions or final special commissioner’s award, as applicableUtilities); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (gb) any delay, inability or cost associated with the cost acquisition of any DB Contractor-Designated ROW, including DB Contractor-Designated ROW required to implement any ATCs. 6.2.5 If any DB Contractor-Related Entity holds a real property interest, including a fee, easement or option to purchase, in a parcel located in the Preliminary ROW, a mitigation site or a parcel on which a drainage easement shall be located, TxDOT, in its sole discretion, may elect to perform some or all of the real property acquisition services required under the Contract Documents that are associated with such parcel. In such event, TxDOT shall be entitled to deduct TxDOT’s Recoverable Costs incurred in performing such services. Any risk of delay associated with the acquisition of the real property encumbered by the DB Contractor-Related Entity’s property interest, including delay caused by condemnation proceedings, shall be borne by DB Contractor and shall not be eligible for separate time extension. The price paid by the DB Contractor-Related Entity for the real property survey(sinterest acquired in such parcel may, in TxDOT’s discretion, be disregarded as a comparable price for purposes of appraisal and/or condemnation of such parcel. 6.2.6 If a parcel acquired by TxDOT includes: (a) property for which TxDOT is responsible for paying the price of acquisition (i.e., Preliminary ROW) and (b) property for which DB Contractor is responsible for paying the price of acquisition (i.e., DB Contractor- Designated ROW), DB Contractor shall reimburse TxDOT a pro rata share of the parcel’s total purchase price and related fees and costs based on the physical area of the property referenced in addition to clause (b) of this Section 6.2.6 as a proportion of the Draft Interim Schematic ROW survey(scombined physical area of the properties referenced in clauses (a) in accordance with and (b) of this Section 7.3.16.2.6 that is acquired by TxDOT.

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 6.2.6 and 6.2.7, Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx Developer shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract CDA Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, as any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-re- evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW, except that TxDOT shall retain responsibility for mitigation required in connection with the USACE Nationwide Permit under Section 404 of the Clean Water Act. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx Developer shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or a Force Majeure Eventevent, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-re- evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, as any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer Section 6.2.7, DB Contractor shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels,parcels in the Remaining Project ROW (excluding the Additional Properties), as set forth in Exhibit 23, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided provided, however that DeveloperDB Contractor’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on DeveloperDB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DeveloperDB Contractor, in which case Developer DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DeveloperDB Contractor’s behalf, Xxxxxxxxx DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer DB Contractor pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a DeveloperDB Contractor-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW.Necessary 6.2.3 Developer DB Contractor shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all DeveloperDB Contractor-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all DeveloperDB Contractor-Designated ROW (to be paid by Developer DB Contractor at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.17.3.1 of the Technical Provisions. If TxDOT incurs any such costs and expenses on DB Contractor’s behalf, TxDOT may submit any invoices for such costs and expenses to DB Contractor, in which case DB Contractor shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on DB Contractor’s behalf, DB Contractor shall reimburse TxDOT within ten days of TxDOT’s submittal to DB Contractor of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to DB Contractor pursuant to this Agreement. 6.2.4 All costs and expenses for the acquisition of any temporary right or interest in real property, including Project Specific Locations, that DB Contractor determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary Utility Adjustment, or for any permanent interest in real property that DB Contractor may wish to acquire for its convenience which will not be part of the Project ROW, shall be DB Contractor’s sole responsibility, to be undertaken at DB Contractor’s sole cost and expense. TxDOT shall have no obligations or responsibilities with respect to the acquisition, maintenance or disposition of such rights or interests or the condition of such rights or interests, and shall not be obligated to use its powers of eminent domain in connection therewith. DB Contractor shall comply with all applicable Governmental Approvals and Laws in acquiring and maintaining or disposing of any such property rights or interests. DB Contractor shall cause the documentation of any such property interest to contain the grantor’s express acknowledgment that TxDOT shall have no liability with respect thereto. 6.2.5 DB Contractor shall not be entitled to any increase in the Price or any time extension as a result of: (a) Site conditions associated with any DB Contractor-Designated ROW (including those relating to Hazardous Materials, Differing 6.2.6 TxDOT in its sole discretion may elect to perform some or all of the real property acquisition services required under the Contract Documents (a) that are associated with any real property interest, including a fee, easement or option to purchase, held by a DB Contractor-Related Entity in a parcel located in the Schematic ROW, a parcel located in a mitigation site or a parcel on which a drainage easement shall be located or (b) for which TxDOT had initiated condemnation proceedings as of the Effective Date. In such event, TxDOT shall be entitled to deduct its Recoverable Costs incurred in performing such services. Any risk of delay associated with the acquisition of real property pursuant to clause (a) of this Section 6.2.6, including delay caused by condemnation proceedings, shall be borne by DB Contractor and shall not be eligible for time extension as a TxDOT-Caused Delay. With respect to real property acquired pursuant to clause (a) of this Section 6.2.6, the price paid by the DB Contractor-Related Entity for the real property interest acquired in such parcel may, in TxDOT’s discretion, be disregarded as a comparable price for purposes of appraisal and/or condemnation of such parcel. 6.2.7 If a parcel acquired by TxDOT includes: (a) property that TxDOT is responsible for paying the price of acquisition (i.e. Schematic ROW) and (b) property that DB Contractor is responsible for paying the price of acquisition (i.e. DB Contractor-Designated ROW), DB Contractor shall reimburse TxDOT a pro rata share of the parcel’s total purchase price and related fees and costs based on the physical area of the property referenced in clause (b) of this Section 6.2.7 as a proportion of the combined physical area of the properties referenced in clauses (a) and (b) of this Section 6.2.7 that is acquired by TxDOT.

Costs of Acquisitions. 6.2.1 TxDOT The parties hereto acknowledge that, as between the Alamo RMA and Design/Builder, Alamo RMA shall be responsible for the purchase price for (i) all parcels parcels, inclusive of Existing Utility Property Interests, within the Draft Interim Schematic ROW. Subject , (ii) any real property outside the Schematic ROW that must be acquired due to Sections 6.2.7 Developer an Alamo RMA–Directed Change, (iii) the Mitigation Site(s), and (iv) any New Utility Property Interests, and shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) acquisition and related services for all such parcels, including all costs and expenses of negotiation andand condemnation proceedings. Only TxDOT or the Alamo RMA may initiate condemnation proceedings. 6.2.2 Design/Builder shall be responsible for all costs and expenses of performing the right of way services described in the Scope of Work and Technical Provision 7 in connection with acquiring all Design/Builder-Designated ROW, including the purchase price, and all costs and expenses of obtaining necessary Environmental Approvals, right of way engineering, administration, acquisition and related services. Design/Builder shall pay all costs and expenses of Design/Builder and all reasonable costs and expenses of the Alamo RMA (and TxDOT, if necessaryapplicable) in connection therewith, support services whether the acquisition is by negotiation or condemnation, with the exception of any legal costs for condemnation proceedings described in Section 7 of private counsel retained by the Technical Provisions; provided however that Developer’s responsibility Alamo RMA (or TxDOT) for such support services purposes, which such legal costs shall terminate upon Final Acceptance of be paid by the ProjectAlamo RMA. If TxDOT the Alamo RMA (or TxDOT) incurs any such costs and expenses on DeveloperDesign/Builder’s behalf, TxDOT the Alamo RMA (or TxDOT) may submit any invoices for such costs and expenses to DeveloperDesign/Builder, in which case Developer Design/Builder shall pay the invoices prior to delinquency. If TxDOT the Alamo RMA (or TxDOT) pays any such costs and expenses on DeveloperDesign/Builder’s behalf, Xxxxxxxxx Design/Builder shall reimburse TxDOT the Alamo RMA (or TxDOT, as applicable) within ten days 10 Days of TxDOT’s the submittal to Developer Design/Builder of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT the Alamo RMA may deduct the amount of such costs and expenses from any sums owed by TxDOT the Alamo RMA to Developer Design/Builder pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, any other 6.2.3 All costs and expenses incurred by Developer for the acquisition of any temporary right or interest in real property that Design/Builder determines necessary or desirable for its convenience in constructing the Project, such as for work space, contractor laydown areas, materials storage areas or temporary utility relocation, or for any permanent interest in real property that Design/Builder may wish to acquire such real propertyfor its convenience which will not be part of the Final ROW or a New Utility Property Interest, subject shall be Design/Builder’s sole responsibility, to be undertaken at Design/Builder’s sole cost and expense. The Alamo RMA shall have no obligations or responsibilities with respect to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveysmaintenance or disposition of such rights or interests, environmental and other permitting and related services for such property, including any services related is not required to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside use its powers of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW. 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses eminent domain in connection therewith. Design/Builder will comply with all applicable Laws in acquiring all Developer-Designated ROW, including: (a) and maintaining or disposing of any such property rights or interests. Design/Builder shall cause the cost documentation of acquisition services and document preparation; (b) any such property interest to contain the cost of condemnation proceedings required by grantor’s express acknowledgment that the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated Alamo RMA shall have no liability with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1respect thereto.

Costs of Acquisitions. 6.2.1 TxDOT shall be responsible for the purchase price for all parcels within the Draft Interim Schematic ROW. Subject to Sections 6.2.7 Developer shall be responsible for performing and the costs (excluding the purchase price) of all right of way engineering, surveying, appraisals, administration, acquisition, environmental permitting (other than certain mitigation requirements expressly excluded under Section 6.10.1.2) and related services for all such parcels, including all costs and expenses of negotiation and, if necessary, support services for condemnation proceedings described in Section 7 of the Technical Provisions; provided however that Developer’s responsibility for such support services shall terminate upon Final Acceptance of the Project. If TxDOT incurs any such costs and expenses on Developer’s behalf, TxDOT may submit any invoices for such costs and expenses to Developer, in which case Developer shall pay the invoices prior to delinquency. If TxDOT pays any such costs and expenses on Developer’s behalf, Xxxxxxxxx shall reimburse TxDOT within ten days of TxDOT’s submittal to Developer of an invoice for such TxDOT costs and expenses. Alternatively, TxDOT may deduct the amount of such costs and expenses from any sums owed by TxDOT to Developer pursuant to this Agreement. Notwithstanding the foregoing, TxDOT shall be responsible for the legal costs for the State Attorney General counsel or fees for private counsel retained as directed by the State Attorney General in connection with any condemnation actions, except for such legal fees and costs that arise out of the acts, omissions, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval of a Developer-Related Entity in the performance of its obligations under the Contract Documents. 6.2.2 TxDOT shall pay the purchase price of any real property outside the Draft Interim Schematic ROW that must be acquired due to a TxDOT-Directed Change, a Necessary Basic Configuration Change or a Force Majeure Event, subject to TxDOT’s reasonable determination that the property is necessary, as well as, for Additional Properties that must be acquired due to a TxDOT-Directed Change or Force Majeure Event, any other costs and expenses incurred by Developer to acquire such real property, subject to the limitations in Section 13. Developer shall perform all right of way engineering, surveying, appraisals, administration, acquisition, archeological surveys, environmental and other permitting and related services for such property, including any services related to re-evaluation or modification to any TxDOT-Provided Approval, if necessary. Property outside of the Draft Interim Schematic ROW that is acquired for drainage easements hereunder shall be treated as Developer-Designated ROW.’s 6.2.3 Developer shall be responsible for and shall pay directly all costs and expenses in connection with acquiring all Developer-Designated ROW, including: (a) the cost of acquisition services and document preparation; (b) the cost of condemnation proceedings required by the Office of the Attorney General, including private attorneys’ fees and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production, other than the Attorney General’s direct fees; (c) the purchase prices, court awards or judgments, and special commissioner’s awards for all Developer-Designated ROW (to be paid by Developer at the time of closing or final special commissioner’s award, as applicable); (d) the cost of permitting; (e) closing costs associated with parcel purchases, in accordance with the Uniform Act and TxDOT policies; (f) relocation assistance payments and costs, in accordance with the Uniform Act; and (g) the cost for separate property survey(s) in addition to the Draft Interim Schematic ROW survey(s) in accordance with Section 7.3.1