Common use of Existing Improvements Clause in Contracts

Existing Improvements. 7.14.1 TxDOT hereby provides to Developer a limited warranty of the Existing Improvements on the following terms and conditions: 7.14.1.1 TxDOT warrants that the Existing Improvements shall be free of latent defects in design, materials, equipment and workmanship, as measured from the requirements, criteria, standards and specifications in the relevant contracts under which the Existing Improvements were constructed. A defect shall be considered latent only if it is not known or disclosed to Developer as of the Proposal Due Date and would not normally be discovered upon reasonable inspection and investigation in accordance with Good Industry Practice. This limited warranty does not apply to Work of design and construction performed by any Utility Owner on its own Utilities. 7.14.1.2 This limited warranty is the sole warranty from TxDOT of the Existing Improvements, and all other warranties, express or implied, are hereby disclaimed, including any warranty of suitability or fitness for purpose. 7.14.1.3 TxDOT’s liability under this limited warranty is limited to the direct cost (a) to correct latent defects covered by this warranty and (b) to correct physical loss or harm to the Project resulting from such latent defects, but only to the extent such loss or harm is not insured and not required to be insured under this Agreement (herein, “resulting uninsured physical loss”). TxDOT shall have no other obligation or liability to Developer arising out of or relating to latent defects in the Existing Improvements, including for loss of Toll Revenues and for third party damage, harm, injury, loss, cost or expense. 7.14.1.4 This limited warranty shall expire one year after the Operating Commencement Date for the IH 635/US 75 Interchange. 7.14.1.5 TxDOT shall have no liability under this limited warranty unless it receives from Developer, prior to the expiration date of the warranty, written notice asserting a warranty claim and setting forth the nature and location of the latent defect in reasonable detail. 7.14.1.6 If TxDOT receives any such written notice prior to the expiration date of this limited warranty, then within 30 days of receipt TxDOT and Developer shall mutually agree when and how TxDOT shall correct such latent defect and resulting uninsured physical loss; provided, however, that in case of an emergency or threat to safety requiring immediate corrective action, TxDOT shall implement such action as it deems necessary and shall notify Developer in writing of the urgency of such action. TxDOT shall prepare and furnish to Developer, with its recommendation for corrective action, data and reports applicable to any correction required, including revision and updating of all affected documentation. Where resulting uninsured physical loss consists only of the cost of corrective work under a deductible or self-insured retention, TxDOT may elect to pay such cost to Developer in lieu of performing the corrective work itself. 7.14.1.7 If TxDOT does not use diligent efforts to proceed to correct the latent defect and resulting uninsured physical loss within the agreed time, or should TxDOT and Developer fail to reach agreement within such 30-day period (or immediately in the case of emergency or unsafe conditions), Developer, after written notice to TxDOT, shall have the right to perform or have performed by third parties the necessary corrective work, and TxDOT shall bear the reasonable costs thereof. 7.14.1.8 All work, supplies and parts furnished to correct the latent defect and resulting uninsured physical loss, and any services performed, shall comply with all applicable TxDOT standards. 7.14.1.9 In correcting latent defects and resulting uninsured physical loss under this warranty, TxDOT shall coordinate and schedule activities to minimize interference with operation of the Project. 7.14.2 Notwithstanding any contrary provisions of the CDA Documents, Developer bears no responsibility for performing work that would be necessary to upgrade the Existing Improvements to meet the design and construction requirements in Sections 8, 10, 11, 12, 13, 14, 16, 17 and 20 of the Technical Provisions unless specifically noted otherwise in Section 1 of the Technical Provisions. Notwithstanding any contrary provisions of the CDA Documents, Developer bears no responsibility to cause future Renewal Work and Capacity Improvements associated with the Existing Improvements to comply with geometric design values (i.e. design speed, horizontal alignment, vertical alignment, sight distance, vertical clearance, horizontal clearance, lane width, shoulder width, cross slope, superelevation, superelevation transitions, and side slopes) under the Technical Provisions, and instead such Renewal Work and Capacity Improvements shall be compliant with the geometric design values indicated in the design documents for the Existing Improvements. All other requirements and criteria in the CDA Documents, including Safety Compliance, Safety Standards and maintenance and operational requirements and criteria, shall apply to the Existing Improvements.

Existing Improvements. 7.14.1 TxDOT hereby provides to Developer a limited warranty of the Existing Improvements on the following terms and conditions: 7.14.1.1 TxDOT warrants that the Existing Improvements shall be free of latent defects in design, materials, equipment and workmanship, as measured from the requirements, criteria, standards and specifications in the relevant contracts under which the Existing Improvements were constructed. A defect shall be considered latent only if it is not known or disclosed to Developer as of the Proposal Due Date and would not normally be discovered upon reasonable inspection and investigation in accordance with Good Industry Practice. This limited warranty does not apply to Work of design and construction performed by any Utility Owner on its own Utilities. 7.14.1.2 This limited warranty is the sole warranty from TxDOT of the Existing Improvements, and all other warranties, express or implied, are hereby disclaimed, including any warranty of suitability or fitness for purpose. 7.14.1.3 TxDOT’s liability under this limited warranty is limited to the direct cost (a) to correct latent defects covered by this warranty and (b) to correct physical loss or harm to the Project resulting from such latent defects, but only to the extent such loss or harm is not insured and not required to be insured under this Agreement (herein, “resulting uninsured physical loss”). TxDOT shall have no other obligation or liability to Developer arising out of or relating to latent defects in the Existing Improvements, including for loss of Toll Revenues and for third party damage, harm, injury, loss, cost or expense. 7.14.1.4 This limited warranty shall expire one year after the Operating Commencement Date for the IH 635/US 75 Interchange. 7.14.1.5 TxDOT shall have no liability under this limited warranty unless it receives from Developer, prior to the expiration date of the warranty, written notice asserting a warranty claim and setting forth the nature and location of the latent defect in reasonable detail. 7.14.1.6 If TxDOT receives any such written notice prior to the expiration date of this limited warranty, then within 30 days of receipt TxDOT and Developer shall mutually agree when and how TxDOT shall correct such latent defect and resulting uninsured physical loss; provided, however, that in case of an emergency or threat to safety requiring immediate corrective action, TxDOT shall implement such action as it deems necessary and shall notify Developer in writing of the urgency of such action. TxDOT shall prepare and furnish to Developer, with its recommendation for corrective action, data and reports applicable to any correction required, including revision and updating of all affected documentation. Where resulting uninsured physical loss consists only of the cost of corrective work under a deductible or self-insured retention, TxDOT may elect to pay such cost to Developer in lieu of performing the corrective work itself.to 7.14.1.7 If TxDOT does not use diligent efforts to proceed to correct the latent defect and resulting uninsured physical loss within the agreed time, or should TxDOT and Developer fail to reach agreement within such 30-day period (or immediately in the case of emergency or unsafe conditions), Developer, after written notice to TxDOT, shall have the right to perform or have performed by third parties the necessary corrective work, and TxDOT shall bear the reasonable costs thereof. 7.14.1.8 All work, supplies and parts furnished to correct the latent defect and resulting uninsured physical loss, and any services performed, shall comply with all applicable TxDOT standards. 7.14.1.9 In correcting latent defects and resulting uninsured physical loss under this warranty, TxDOT shall coordinate and schedule activities to minimize interference with operation of the Project. 7.14.2 Notwithstanding any contrary provisions of the CDA Documents, Developer bears no responsibility for performing work that would be necessary to upgrade the Existing Improvements to meet the design and construction requirements in Sections 8, 10, 11, 12, 13, 14, 16, 17 and 20 of the Technical Provisions unless specifically noted otherwise in Section 1 of the Technical Provisions. Notwithstanding any contrary provisions of the CDA Documents, Developer bears no responsibility to cause future Renewal Work and Capacity Improvements associated with the Existing Improvements to comply with geometric design values (i.e. design speed, horizontal alignment, vertical alignment, sight distance, vertical clearance, horizontal clearance, lane width, shoulder width, cross slope, superelevation, superelevation transitions, and side slopes) under the Technical Provisions, and instead such Renewal Work and Capacity Improvements shall be compliant with the geometric design values indicated in the design documents for the Existing Improvements. All other requirements and criteria in the CDA Documents, including Safety Compliance, Safety Standards and maintenance and operational requirements and criteria, shall apply to the Existing Improvements.

Existing Improvements. 7.14.1 TxDOT hereby provides to Developer a limited warranty of the Existing Improvements on the following terms and conditions: 7.14.1.1 TxDOT warrants that the Existing Improvements shall be free of latent defects in design, materials, equipment and workmanship, as measured from the requirements, criteria, standards and specifications in the relevant contracts under which the Existing Improvements were constructed. A defect shall be considered latent only if it is not known or disclosed to Developer as of the Proposal Due Date and would not normally be discovered upon reasonable inspection and investigation in accordance with Good Industry Practice. This limited warranty does not apply to Work of design and construction performed by any Utility Owner on its own Utilities. 7.14.1.2 This limited warranty is the sole warranty from TxDOT of the Existing Improvements, and all other warranties, express or implied, are hereby disclaimed, including any warranty of suitability or fitness for purpose. 7.14.1.3 TxDOT’s liability under this limited warranty is limited to the direct cost (a) to correct latent defects covered by this warranty and (b) to correct physical loss or harm to the Project resulting from such latent defects, but only to the extent such loss or harm is not insured and not required to be insured under this Agreement (herein, “resulting uninsured physical loss”). TxDOT shall have no other obligation or liability to Developer arising out of or relating to latent defects in the Existing Improvements, including for loss of Toll Revenues and for third party damage, harm, injury, loss, cost or expense. 7.14.1.4 This limited warranty shall expire one year after the Operating Commencement Date for the IH 635/US 75 Interchange. 7.14.1.5 TxDOT shall have no liability under this limited warranty unless it receives from Developer, prior to the expiration date of the warranty, written notice asserting a warranty claim and setting forth the nature and location of the latent defect in reasonable detail. 7.14.1.6 If TxDOT receives any such written notice prior to the expiration date of this limited warranty, then within 30 days of receipt TxDOT and Developer shall mutually agree when and how TxDOT shall correct such latent defect and resulting uninsured physical loss; provided, however, that in case of an emergency or threat to safety requiring immediate corrective action, TxDOT shall implement such action as it deems necessary and shall notify Developer in writing of the urgency of such action. TxDOT shall prepare and furnish to Developer, with its recommendation for corrective action, data and reports applicable to any correction required, including revision and updating of all affected documentation. Where resulting uninsured physical loss consists only of the cost of corrective work under a deductible or self-insured retention, TxDOT may elect to pay such cost to Developer in lieu of performing the corrective work itself. 7.14.1.7 If TxDOT does not use diligent efforts to proceed to correct the latent defect and resulting uninsured physical loss within the agreed time, or should TxDOT and Developer fail to reach agreement within such 30-day period (or immediately in the case of emergency or unsafe conditions), Developer, after written notice to TxDOT, shall have the right to perform or have performed by third parties the necessary corrective work, and TxDOT shall bear the reasonable costs thereof. 7.14.1.8 All work, supplies and parts furnished to correct the latent defect and resulting uninsured physical loss, and any services performed, shall comply with all applicable TxDOT standards. 7.14.1.9 In correcting latent defects and resulting uninsured physical loss under this warranty, TxDOT shall coordinate and schedule activities to minimize interference with operation of the Project. 7.14.2 Notwithstanding any contrary provisions of the CDA Documents, Developer bears no responsibility for performing work that would be necessary to upgrade the Existing Improvements to meet the design and construction requirements in Sections 8, 10, 11, 12, 13, 14, 16, 17 and 20 of the Technical Provisions unless specifically noted otherwise in Section 1 of the Technical Provisions. Notwithstanding any contrary provisions of the CDA Documents, Texas Department of Transportation IH 000 Xxxxxxx Xxxxx Project 335087_14.DOC - 58 - Request for Proposals, Addendum #12 Volume II, Book 1 – CDA Developer bears no responsibility to cause future Renewal Work and Capacity Improvements associated with the Existing Improvements to comply with geometric design values (i.e. design speed, horizontal alignment, vertical alignment, sight distance, vertical clearance, horizontal clearance, lane width, shoulder width, cross slope, superelevation, superelevation transitions, and side slopes) under the Technical Provisions, and instead such Renewal Work and Capacity Improvements shall be compliant with the geometric design values indicated in the design documents for the Existing Improvements. All other requirements and criteria in the CDA Documents, including Safety Compliance, Safety Standards and maintenance and operational requirements and criteria, shall apply to the Existing Improvements.

Existing Improvements. 7.14.1 TxDOT hereby provides to Developer a limited warranty of the Existing Improvements on the following terms and conditions: 7.14.1.1 TxDOT warrants that the Existing Improvements shall be free of latent defects in design, materials, equipment and workmanship, as measured from the requirements, criteria, standards and specifications in the relevant contracts under which the Existing Improvements were constructed. A defect shall be considered latent only if it is not known or disclosed to Developer as of the Proposal Due Date and would not normally be discovered upon reasonable inspection and investigation in accordance with Good Industry Practice. This limited warranty does not apply to Work of design and construction performed by any Utility Owner on its own Utilities. 7.14.1.2 This limited warranty is the sole warranty from TxDOT of the Existing Improvements, and all other warranties, express or implied, are hereby disclaimed, including any warranty of suitability or fitness for purpose. 7.14.1.3 TxDOT’s liability under this limited warranty is limited to the direct cost (a) to correct latent defects covered by this warranty and (b) to correct physical loss or harm to the Project resulting from such latent defects, but only to the extent such loss or harm is not insured and not required to be insured under this Agreement (herein, “resulting uninsured physical loss”). TxDOT shall have no other obligation or liability to Developer arising out of or relating to latent defects in the Existing Improvements, including for loss of Toll Revenues and for third party damage, harm, injury, loss, cost or expense. 7.14.1.4 This limited warranty shall expire one year after the Operating Commencement Date for the IH 635/US 75 Interchange. 7.14.1.5 TxDOT shall have no liability under this limited warranty unless it receives from Developer, prior to the expiration date of the warranty, written notice asserting a warranty claim and setting forth the nature and location of the latent defect in reasonable detail. 7.14.1.6 If TxDOT receives any such written notice prior to the expiration date of this limited warranty, then within 30 days of receipt TxDOT and Developer shall mutually agree when and how TxDOT shall correct such latent defect and resulting uninsured physical loss; provided, however, that in case of an emergency or threat to safety requiring immediate corrective action, TxDOT shall implement such action as it deems necessary and shall notify Developer in writing of the urgency of such action. TxDOT shall prepare and furnish to Developer, with its recommendation for corrective action, data and reports applicable to any correction required, including revision and updating of all affected documentation. Where resulting uninsured physical loss consists only of the cost of corrective work under a deductible or self-insured retention, TxDOT may elect to pay such cost to Developer in lieu of performing the corrective work itself.notify 7.14.1.7 If TxDOT does not use diligent efforts to proceed to correct the latent defect and resulting uninsured physical loss within the agreed time, or should TxDOT and Developer fail to reach agreement within such 30-day period (or immediately in the case of emergency or unsafe conditions), Developer, after written notice to TxDOT, shall have the right to perform or have performed by third parties the necessary corrective work, and TxDOT shall bear the reasonable costs thereof. 7.14.1.8 All work, supplies and parts furnished to correct the latent defect and resulting uninsured physical loss, and any services performed, shall comply with all applicable TxDOT standards. 7.14.1.9 In correcting latent defects and resulting uninsured physical loss under this warranty, TxDOT shall coordinate and schedule activities to minimize interference with operation of the Project. 7.14.2 Notwithstanding any contrary provisions of the CDA Documents, Developer bears no responsibility for performing work that would be necessary to upgrade the Existing Improvements to meet the design and construction requirements in Sections 8, 10, 11, 12, 13, 14, 16, 17 and 20 of the Technical Provisions unless specifically noted otherwise in Section 1 of the Technical Provisions. Notwithstanding any contrary provisions of the CDA Documents, Developer bears no responsibility to cause future Renewal Work and Capacity Improvements associated with the Existing Improvements to comply with geometric design values (i.e. design speed, horizontal alignment, vertical alignment, sight distance, vertical clearance, horizontal clearance, lane width, shoulder width, cross slope, superelevation, superelevation transitions, and side slopes) under the Technical Provisions, and instead such Renewal Work and Capacity Improvements shall be compliant with the geometric design values indicated in the design documents for the Existing Improvements. All other requirements and criteria in the CDA Documents, including Safety Compliance, Safety Standards and maintenance and operational requirements and criteria, shall apply to the Existing Improvements.