Common use of Developer Self-Performance Clause in Contracts

Developer Self-Performance. 5.6.1 TxDOT acknowledges that Developer is interested in developing Facilities pursuant to negotiated concession Facility Agreements, or having its Affiliates perform such work, and that Developer's performance of the Initial Scope of Work and preparation of Facility Implementation Plans is motivated, in part, by the potential opportunity to perform such work. TxDOT believes that it may receive certain advantages and benefits from the development of Facilities through concession agreements by Developer or its Affiliates and from the performance of such work by 5.6.2 Developer and TxDOT shall meet during the preparation and updating of the Master Development Plan to discuss Developer’s and/or its Affiliate’s capacity for self-performance of a concession Facility, and to identify one or more Facility(ies) that would be suitable for development through a concession Facility Agreement with Developer and/or its Affiliates under the appropriate conditions. The Master Development Plan shall identify one or more Facilities that may be the subject of negotiated concession Facility Agreements, and any other Facilities TxDOT identifies in its sole discretion that may be the subject of negotiated Facility Agreements, as well as certain terms and conditions relating to self-performed and subcontracted work that will be included in the Facility Agreement(s). 5.6.3 Subject to this Section 5.6.3 and Section 5.6.5, Developer shall have a right of first negotiation with respect to (1) any Facility(ies) identified for development through concession agreements and (2) for any other Facility(ies) TxDOT identifies in its sole discretion as suitable for self-performance as described in Section 5.6.2. 5.6.4 Upon TxDOT’s approval of a Facility Implementation Plan submitted in accordance with Section 7.5 for a Facility identified in the Master Development Plan for self-performance, TxDOT and Developer or an Affiliate, as applicable, shall commence diligent, good faith negotiations in an attempt to reach agreement on the terms of a Facility Agreement for such Facility. Execution of any Facility Agreement resulting from such negotiations shall be subject to satisfaction of the conditions set forth in Section

Developer Self-Performance. 5.6.1 TxDOT acknowledges that Developer is interested in developing Facilities pursuant to negotiated concession Facility Agreements, or having its Affiliates perform such work, and that Developer's performance of the Initial Scope of Work and preparation of Facility Implementation Plans is motivated, in part, by the potential opportunity to perform such work. TxDOT believes that it may receive certain advantages and benefits from the development of Facilities through concession agreements by Developer or its Affiliates and from the performance of such work byof 5.6.2 Developer and TxDOT shall meet during the preparation and updating of the Master Development Plan to discuss Developer’s and/or its Affiliate’s capacity for self-performance of a concession Facility, and to identify one or more Facility(ies) that would be suitable for development through a concession Facility Agreement with Developer and/or its Affiliates under the appropriate conditions. The Master Development Plan shall identify one or more Facilities that may be the subject of negotiated concession Facility Agreements, and any other Facilities TxDOT identifies in its sole discretion that may be the subject of negotiated Facility Agreements, as well as certain terms and conditions relating to self-performed and subcontracted work that will be included in the Facility Agreement(s). 5.6.3 Subject to this Section 5.6.3 and Section 5.6.5, Developer shall have a right of first negotiation with respect to (1) any Facility(ies) identified for development through concession agreements and (2) for any other Facility(ies) TxDOT identifies in its sole discretion as suitable for self-performance as described in Section 5.6.2. 5.6.4 Upon TxDOT’s approval of a Facility Implementation Plan submitted in accordance with Section 7.5 for a Facility identified in the Master Development Plan for self-performance, TxDOT and Developer or an Affiliate, as applicable, shall commence diligent, good faith negotiations in an attempt to reach agreement on the terms of a Facility Agreement for such Facility. Execution of any Facility Agreement resulting from such negotiations shall be subject to satisfaction of the conditions set forth in SectionSection 5.6.5. If the parties have not reached agreement on the terms of the Facility Agreement(s) within 180 days after the commencement of negotiations, or such longer or shorter period as may be mutually agreed between the parties, (i) either party may withdraw from further negotiations concerning the Facility Agreement(s) without obligation or liability (except to the extent the Facility Implementation Plan provides for compensation for Facility Development Work performed); and (ii) TxDOT shall have the unrestricted right to address the Facility in any manner it deems appropriate, including procurement of the Facility by means of a competitive procurement, or by declining to proceed further with the Facility. Nothing in this Section 5.6.4 is intended or shall be construed as granting Developer or any Affiliate a right of first refusal regarding a Facility or obligating either party to accept any specific terms or conditions for a Facility Agreement. 5.6.5 Self-performance by Developer or any Affiliate will be subject to (i) the terms and conditions of this Agreement and applicable Law, (ii) terms and conditions regarding self-performance set forth in the Master Development Plan, (iii) agreement between the parties pursuant to Section 7.1 that the Facility is Ready for Development, (iv) negotiation of and agreement on the terms of the Facility Implementation Plan and Facility Agreement(s) and the terms and conditions regarding self-performance set forth therein, (v) independent verification of price reasonableness as provided in Section 5.6.6 and (vi) if applicable, FHWA concurrence as described in Section 5.6.

Developer Self-Performance. 5.6.1 TxDOT acknowledges that Developer is interested in developing Facilities pursuant to negotiated concession Facility Agreements, or having its Affiliates perform such work, and that Developer's performance of the Initial Scope of Work and preparation of Facility Implementation Plans is motivated, in part, by the potential opportunity to perform such work. TxDOT believes that it may receive certain advantages and benefits from the development of Facilities through concession agreements by Developer or its Affiliates and from the performance of such work by 5.6.2 Developer and TxDOT shall meet during the preparation and updating of the Master Development Plan to discuss Developer’s and/or its Affiliate’s capacity for self-self- performance of a concession Facility, and to identify one or more Facility(ies) that would be suitable for development through a concession Facility Agreement with Developer and/or its Affiliates under the appropriate conditions. The Master Development Plan shall identify one or more Facilities that may be the subject of negotiated concession Facility Agreements, and any other Facilities TxDOT identifies in its sole discretion that may be the subject of negotiated Facility Agreements, as well as certain terms and conditions relating to self-performed and subcontracted work that will be included in the Facility Agreement(s). 5.6.3 Subject to this Section 5.6.3 and Section 5.6.5, Developer shall have a right of first negotiation with respect to (1) any Facility(ies) identified for development through concession agreements and (2) for any other Facility(ies) TxDOT identifies in its sole discretion as suitable for self-performance as described in Section 5.6.2. 5.6.4 Upon TxDOT’s approval of a Facility Implementation Plan submitted in accordance with Section 7.5 for a Facility identified in the Master Development Plan for self-performance, TxDOT and Developer or an Affiliate, as applicable, shall commence diligent, good faith negotiations in an attempt to reach agreement on the terms of a Facility Agreement for such Facility. Execution of any Facility Agreement resulting from such negotiations shall be subject to satisfaction of the conditions set forth in Section