Common use of Failure of Utility Owners to Cooperate Clause in Contracts

Failure of Utility Owners to Cooperate. 6.8.4.1 Developer shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: (a) the Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) through

Failure of Utility Owners to Cooperate. 6.8.4.1 (a) Developer shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer shall notify TxDOT immediately if: (ai) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (bii) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (ciii) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (div) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's ’s diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's ’s failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 (b) If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.13.13.4(a), Developer shall provide evidence reasonably satisfactory to TxDOT that: : (ai) the Utility Adjustment is necessary, (bii) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (ciii) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) throughand

Failure of Utility Owners to Cooperate. 6.8.4.1 7.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the Utility AdjustmentAdjustments. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, , (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 7.5.7.2 If Developer requests TxDOT’s 's assistance pursuant to Section 6.8.4.17.5.7.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: that (a) the subject Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) throughand

Failure of Utility Owners to Cooperate. 6.8.4.1 7.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the Utility AdjustmentAdjustments. Developer shall notify TxDOT immediately if: if (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the ProjectFacility, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the ProjectFacility, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Facility Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 7.5.7.2 If Developer requests TxDOT’s 's assistance pursuant to Section 6.8.4.17.5.7.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: that (a) the subject Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Facility Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items clauses (a) throughthrough (d) are referred to herein as the “conditions to assistance”). Following TxDOT's receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by Developer to obtain the cooperation of the Utility Owner or resolve the dispute; however, TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its sole discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner's obligation to cooperate and TxDOT elects in its sole discretion not to exercise those rights, then TxDOT shall assign those rights to Developer upon Developer's request; however, such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. Developer shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to Developer. Any assistance TxDOT provides shall not relieve Developer of its sole responsibility for satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth herein. 7.5.7.3 If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1, based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 7.5.7.2(a) and (b), then Developer shall take such action as is appropriate to satisfy the condition(s) and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1 based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 7.5.7.2(c) and (d), then Developer shall take such action as Developer deems advisable during the next ten days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until Developer succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence Developer presents, that the conditions to assistance have been satisfied. Developer shall have the right to submit the question of the reasonableness of TxDOT’s determination for resolution according to the Dispute Resolution Procedures. 7.5.7.4 In certain cases where a Utility Owner is not cooperating with Developer or TxDOT, TxDOT may, in its sole discretion and where applicable Law authorizes TxDOT to take unilateral action, issue a Directive Letter directing Developer to proceed with a Utility Adjustment without an agreement or other written consent by the Utility Owner. If TxDOT directs Developer to perform work pursuant to this Section 7.5.7.4, then Developer, without cost to TxDOT, shall proceed with such work as if Developer has entered into a Utility Agreement providing for Developer to perform such work, and shall perform such work in accordance with the requirements of the CDA Documents otherwise applicable to Developer’s performance of Utility Adjustment Work.

Failure of Utility Owners to Cooperate. 6.8.4.1 ‌ 5.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the Utility AdjustmentAdjustments to be performed pursuant to a Developer Utility Agreement. Developer shall notify TxDOT IFA immediately if: if (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Developer Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the ProjectProject or in accordance with Law, the Governmental Approvals or the PPA Documents, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite XxxxxxxxxDeveloper's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice Notice may include a request that TxDOT IFA assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT IFA with such information as TxDOT IFA requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT IFA any notice Notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: (a) the Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) through

Failure of Utility Owners to Cooperate. 6.8.4.1 Developer DB Contractor shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer DB Contractor shall notify TxDOT immediately if: if (a) Developer DB Contractor is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation.a 6.8.4.2 If Developer DB Contractor requests TxDOT’s assistance pursuant to Section 6.8.4.1, Developer DB Contractor shall provide evidence reasonably satisfactory to TxDOT that: that (a) the Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer DB Contractor has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) throughthrough (d) are referred to herein as the “conditions to assistance”). Following TxDOT’s receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by DB Contractor to obtain the cooperation of the Utility Owner or resolve the dispute; provided, however, that TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner’s obligation to cooperate and TxDOT elects in its discretion not to exercise those rights, then TxDOT shall assign those rights to DB Contractor upon DB Contractor’s request; provided, however, that such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. DB Contractor shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to DB Contractor. Any assistance provided by TxDOT shall not relieve DB Contractor of its sole and primary responsibility for the satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth in this Section 6.8.4. 6.8.4.3 If TxDOT objects in writing to a request for assistance pursuant to Section 6.8.4.1, based on DB Contractor’s failure to satisfy one or both of the conditions to assistance described in Sections 6.8.4.2(a) and (b), then DB Contractor shall take such action as is appropriate to satisfy the conditions and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects in writing to a request for assistance pursuant to Section 6.8.4.1 based on DB Contractor’s failure to satisfy one or both of the conditions to assistance described in Sections 6.8.4.2(c) and (d), then DB Contractor shall take such action as DB Contractor deems advisable during the next 30 days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until DB Contractor succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence DB Contractor presents, that the conditions to assistance have been satisfied. DB Contractor shall have the right to submit the question of the reasonableness of TxDOT’s determination through the dispute resolution process described in Section 19.

Failure of Utility Owners to Cooperate. 6.8.4.1 Developer shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: : (a) the Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) throughand

Failure of Utility Owners to Cooperate. 6.8.4.1 7.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the Utility AdjustmentAdjustments. Developer shall notify TxDOT immediately if: if (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the ProjectFacility, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the ProjectFacility, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Facility Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 7.5.7.2 If Developer requests TxDOT’s 's assistance pursuant to Section 6.8.4.17.5.7.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: that (a) the subject Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Facility Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer’s position in the dispute is otherwise reasonable, (d) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (de) the Utility Owner is not cooperating (the foregoing items clauses (a) throughthrough (e) are referred to herein as the “conditions to assistance”). Following TxDOT's receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by Developer to obtain the cooperation of the Utility Owner or resolve the dispute; however, TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its sole discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner's obligation to cooperate and TxDOT elects in its sole discretion not to exercise those rights, then TxDOT shall assign those rights to Developer upon Developer's request; however, such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. Developer shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to Developer. Any assistance TxDOT provides shall not relieve Developer of its sole responsibility for satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth herein. If the reason for the Utility Owner's alleged lack of cooperation is a disagreement with modifications made by Developer to a standard form Utility Agreement in accordance with Section 7.5.2.2, TxDOT’s approval of the Deviation shall not be construed as confirmation that Developer's position in the dispute is reasonable. In no event shall TxDOT's obligations pursuant to this Section 7.5.7.2 require TxDOT: (i) to take a position which it believes to be inconsistent with the CDA Documents, the Facility Management Plan (and component plans thereunder), applicable law or Governmental Approval(s), the requirements of Good Industry Practice, or TxDOT policy, or (ii) to refrain from taking a position concurring with that of a Utility Owner, if TxDOT believes that position to be correct. 7.5.7.3 If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1, based on Developer’s failure to satisfy one or more of the conditions to assistance described in Sections 7.5.7.2(a), (b) and (c), then Developer shall take such action as is appropriate to satisfy the condition(s) and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1 based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 7.5.7.2(d) and (e), then Developer shall take such action as Developer deems advisable during the next ten days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until Developer succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence Developer presents, that the conditions to assistance have been satisfied. Developer shall have the right to submit the question of the reasonableness of TxDOT’s determination for resolution according to the Dispute Resolution Procedures. 7.5.7.4 In certain cases where a Utility Owner is not cooperating with Developer or TxDOT, TxDOT may, in its sole discretion and where applicable Law authorizes TxDOT to take unilateral action, issue a Directive Letter directing Developer to proceed with a Utility Adjustment without an agreement or other written consent by the Utility Owner. If TxDOT directs Developer to perform work pursuant to this Section 7.5.7.4, then Developer, without cost to TxDOT, shall proceed with such work as if Developer has entered into a Utility Agreement providing for Developer to perform such work, and shall perform such work in accordance with the requirements of the CDA Documents otherwise applicable to Developer’s performance of Utility Adjustment Work.

Failure of Utility Owners to Cooperate. 6.8.4.1 (a) Developer shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer shall notify TxDOT immediately if: (ai) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (bii) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (ciii) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (div) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's ’s diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's ’s failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 (b) If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.13.14.4(a), Developer shall provide evidence reasonably satisfactory to TxDOT that: : (ai) the Utility Adjustment is necessary, (bii) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (ciii) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (div) the Utility Owner is not cooperating (the foregoing items (ai) throughthrough (iv) are referred to herein as the “conditions to assistance”). Following TxDOT’s receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by Developer to obtain the cooperation of the Utility Owner or resolve the dispute; provided, however, that TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner’s obligation to cooperate and TxDOT elects in its discretion not to exercise those rights, then TxDOT shall assign those rights to Developer upon Developer’s request; provided further, however, that such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. Developer shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to Developer. Any assistance provided by TxDOT shall not relieve Developer of its sole and primary responsibility for the satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth in this Section 3.14.4. (c) If TxDOT objects to a request for assistance pursuant to Section 3.14.4(a), based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 3.14.4(b)(i) and (ii), then Developer shall take such action as is appropriate to satisfy the condition(s) and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects to a request for assistance pursuant to Section 3.14.4(a) based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 3.14.4(b)(iii) and (iv), then Developer shall take such action as Developer deems advisable during the next 30 days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until Developer succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence Developer presents, that the conditions to assistance have been satisfied. Developer shall have the right to submit the question of the reasonableness of XxXXX’s determination through the dispute resolution process described in Section 19.

Failure of Utility Owners to Cooperate. 6.8.4.1 (a) Developer shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer shall notify TxDOT immediately if: (ai) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (bii) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (ciii) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (div) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's Developer’s diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's ’s failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 (b) If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.13.14.4(a), Developer shall provide evidence reasonably satisfactory to TxDOT that: : (ai) the Utility Adjustment is necessary, (bii) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (ciii) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (div) the Utility Owner is not cooperating (the foregoing items (ai) throughthrough (iv) are referred to herein as the “conditions to assistance”). Following TxDOT’s receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by Developer to obtain the cooperation of the Utility Owner or resolve the dispute; provided, however, that TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner’s obligation to cooperate and TxDOT elects in its discretion not to exercise those rights, then TxDOT shall assign those rights to Developer upon Developer’s request; provided further, however, that such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. Developer shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to Developer. Any assistance provided by TxDOT shall not relieve Developer of its sole and primary responsibility for the satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth in this Section 3.14.4. (c) If TxDOT objects to a request for assistance pursuant to Section 3.14.4(a), based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 3.14.4(b)(i) and (ii), then Developer shall take such action as is appropriate to satisfy the condition(s) and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects to a request for assistance pursuant to Section 3.14.4(a) based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 3.14.4(b)(iii) and (iv), then Developer shall take such action as Developer deems advisable during the next 30 days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until Developer succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence Developer presents, that the conditions to assistance have been satisfied. Developer shall have the right to submit the question of the reasonableness of TxDOT’s determination through the dispute resolution process described in Section 19.

Failure of Utility Owners to Cooperate. 6.8.4.1 7.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the any Utility AdjustmentAdjustment required to be made by Developer under this Section 7.5. Developer shall notify TxDOT immediately if: if (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the ProjectFacility, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-agreed- upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the ProjectFacility, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project applicable Facility Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 7.5.7.2 If Developer requests TxDOT’s 's assistance pursuant to Section 6.8.4.17.5.7.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: that (a) the subject Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project applicable Facility Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain Developer’s position in the Utility Owner’s cooperation, and (d) the Utility Owner dispute is not cooperating (the foregoing items (a) throughotherwise reasonable,

Failure of Utility Owners to Cooperate. 6.8.4.1 7.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the Utility AdjustmentAdjustments. Developer shall notify TxDOT immediately if: if (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the ProjectFacility, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the ProjectFacility, despite XxxxxxxxxDeveloper's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Facility Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 7.5.7.2 If Developer requests TxDOT’s 's assistance pursuant to Section 6.8.4.17.5.7.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: that (a) the subject Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Facility Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items clauses (a) throughthrough (d) are referred to herein as the “conditions to assistance”). Following TxDOT's receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by Developer to obtain the cooperation of the Utility Owner or resolve the dispute; however, TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its sole discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner's obligation to cooperate and TxDOT elects in its sole discretion not to exercise those rights, then TxDOT shall assign those rights to Developer upon Developer's request; however, such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. Developer shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to Developer. Any assistance TxDOT provides shall not relieve Developer of its sole responsibility for satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth herein. 7.5.7.3 If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1, based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 7.5.7.2(a) and (b), then Developer shall take such action as is appropriate to satisfy the condition(s) and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1 based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 7.5.7.2(c) and (d), then Developer shall take such action as Developer deems advisable during the next ten days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until Developer succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence Developer presents, that the conditions to assistance have been satisfied. Developer shall have the right to submit the question of the reasonableness of TxDOT’s determination for resolution according to the Dispute Resolution Procedures. 7.5.7.4 In certain cases where a Utility Owner is not cooperating with Developer or TxDOT, TxDOT may, in its sole discretion and where applicable Law authorizes TxDOT to take unilateral action, issue a Directive Letter directing Developer to proceed with a Utility Adjustment without an agreement or other written consent by the Utility Owner. If TxDOT directs Developer to perform work pursuant to this Section 7.5.7.4, then Developer, without cost to TxDOT, shall proceed with such work as if Developer has entered into a Utility Agreement providing for Developer to perform such work, and shall perform such work in accordance with the requirements of the CDA Documents otherwise applicable to Developer’s performance of Utility Adjustment Work.

Failure of Utility Owners to Cooperate. 6.8.4.1 Developer shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite XxxxxxxxxDeveloper's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: : (a) the Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) throughthrough (d) are referred to herein as the “conditions to assistance”). Following TxDOT's receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by Developer to obtain the cooperation of the Utility Owner or resolve the dispute; however, TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its sole discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner's obligation to cooperate and TxDOT elects in its sole discretion not to exercise those rights, then TxDOT shall assign those rights to Developer upon Developer's request; however, such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. Developer shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to Developer. Any assistance provided by TxDOT shall not relieve Developer of its sole and primary responsibility for the satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth in this Section 6.8.4. 6.8.4.3 If TxDOT objects in writing to a request for assistance pursuant to Section 6.8.4.1, based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 6.8.4.2(a) and (b), then Developer shall take such action as is appropriate to satisfy the condition(s) and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects in writing to a request for assistance pursuant to Section 6.8.4.1 based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 6.8.4.2(c) and (d), then Developer shall take such action as Developer deems advisable during the next 30 days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until Developer succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence Developer presents, that the conditions to assistance have been satisfied. Developer shall have the right to submit the question of the reasonableness of TxDOT’s determination through the dispute resolution process described in Section 19.

Failure of Utility Owners to Cooperate. 6.8.4.1 (a) Developer shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer shall notify TxDOT immediately if: (ai) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (bii) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (ciii) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (div) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's Developer’s diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's ’s failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 (b) If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.13.13.4(a), Developer shall provide evidence reasonably satisfactory to TxDOT that: : (ai) the Utility Adjustment is necessary, (bii) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (ciii) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) throughand

Failure of Utility Owners to Cooperate. 6.8.4.1 Developer shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests reque sts regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: (a) the Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment Adjustmen t in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (( a) through

Failure of Utility Owners to Cooperate. 6.8.4.1 7.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the Utility AdjustmentAdjustments. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, , (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 7.5.7.2 If Developer requests TxDOT’s 's assistance pursuant to Section 6.8.4.17.5.7.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: that (a) the subject Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer’s position in the dispute is otherwise reasonable, (d) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (de) the Utility Owner is not cooperating (the foregoing items clauses (a) throughthrough (e) are referred to herein as the “conditions to assistance”). Following TxDOT's receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by Developer to obtain the cooperation of the Utility Owner or resolve the dispute; however, TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its sole discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner's obligation to cooperate and TxDOT elects in its sole discretion not to exercise those rights, then TxDOT shall assign those rights to Developer upon Developer's request; however, such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. Developer shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to Developer. Any assistance TxDOT provides shall not relieve Developer of its sole responsibility for satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth herein. If the reason for the Utility Owner’s alleged lack of cooperation is a disagreement with modifications made by Developer to a standard form Utility Agreement in accordance with Section 7.5.2.2, TxDOT’s approval of the Deviation shall not be construed as confirmation that Xxxxxxxxx’s position in the dispute is reasonable. In no event shall TxDOT’s obligations pursuant to this Section 7.5.7.2 require TxDOT: (i) to take a position which it believes to be inconsistent with the CDA Documents, the Project Management Plan (and component plans thereunder), applicable law or Governmental Approval(s), the requirements of Good Industry Practice, or TxDOT policy, or (ii) to refrain from taking a position concurring with that of a Utility Owner, if TxDOT believes that position to be correct. 7.5.7.3 If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1, based on Developer’s failure to satisfy one or more of the conditions to assistance described in Sections 7.5.7.2(a), (b) and (c), then Developer shall take such action as is appropriate to satisfy the condition(s) and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1 based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 7.5.7.2(d) and (e), then Developer shall take such action as Developer deems advisable during the next ten days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until Developer succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence Developer presents, that the conditions to assistance have been satisfied. Developer shall have the right to submit the question of the reasonableness of TxDOT’s determination for resolution according to the Dispute Resolution Procedures. 7.5.7.4 In certain cases where a Utility Owner is not cooperating with Developer or TxDOT, TxDOT may, in its sole discretion and where applicable Law authorizes TxDOT to take unilateral action, issue a Directive Letter directing Developer to proceed with a Utility Adjustment without an agreement or other written consent by the Utility Owner. If TxDOT directs Developer to perform work pursuant to this Section 7.5.7.4, then Developer, without cost to TxDOT, shall proceed with such work as if Developer has entered into a Utility Agreement providing for Developer to perform such work, and shall perform such work in accordance with the requirements of the CDA Documents otherwise applicable to Developer’s performance of Utility Adjustment Work.

Failure of Utility Owners to Cooperate. 6.8.4.1 7.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the Utility AdjustmentAdjustments. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, , (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 7.5.7.2 If Developer requests TxDOT’s 's assistance pursuant to Section 6.8.4.17.5.7.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: that (a) the subject Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer’s position in the dispute is otherwise reasonable, (d) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (de) the Utility Owner is not cooperating (the foregoing items clauses (a) throughthrough (e) are referred to herein as the “conditions to assistance”). Following TxDOT's receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by Developer to obtain the cooperation of the Utility Owner or resolve the dispute; however, TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its sole discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner's obligation to cooperate and TxDOT elects in its sole discretion not to exercise those rights, then TxDOT shall assign those rights to Developer upon Developer's request; however, such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. Developer shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to Developer. Any assistance TxDOT provides shall not relieve Developer of its sole responsibility for satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth herein. If the reason for the Utility Owner’s alleged lack of cooperation is a disagreement with modifications made by Developer to a standard form Utility Agreement in accordance with Section 7.5.2.2, TxDOT’s approval of the Deviation shall not be construed as confirmation that Developer’s position in the dispute is reasonable. In no event shall TxDOT’s obligations pursuant to this Section 7.5.7.2 require TxDOT: (i) to take a position which it believes to be inconsistent with the CDA Documents, the Project Management Plan (and component plans thereunder), applicable law or Governmental Approval(s), the requirements of Good Industry Practice, or TxDOT policy, or (ii) to refrain from taking a position concurring with that of a Utility Owner, if TxDOT believes that position to be correct. 7.5.7.3 If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1, based on Developer’s failure to satisfy one or more of the conditions to assistance described in Sections 7.5.7.2(a), (b) and (c), then Developer shall take such action as is appropriate to satisfy the condition(s) and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1 based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 7.5.7.2(d) and (e), then Developer shall take such action as Developer deems advisable during the next ten days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until Developer succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence Developer presents, that the conditions to assistance have been satisfied. Developer shall have the right Texas Department of Transportation IH 000 Xxxxxxx Xxxxx Project 335087_13.DOC - 40 - Request for Proposals, Addendum #11 Volume II, Book 1 – CDA to submit the question of the reasonableness of TxDOT’s determination for resolution according to the Dispute Resolution Procedures. 7.5.7.4 In certain cases where a Utility Owner is not cooperating with Developer or TxDOT, TxDOT may, in its sole discretion and where applicable Law authorizes TxDOT to take unilateral action, issue a Directive Letter directing Developer to proceed with a Utility Adjustment without an agreement or other written consent by the Utility Owner. If TxDOT directs Developer to perform work pursuant to this Section 7.5.7.4, then Developer, without cost to TxDOT, shall proceed with such work as if Developer has entered into a Utility Agreement providing for Developer to perform such work, and shall perform such work in accordance with the requirements of the CDA Documents otherwise applicable to Developer’s performance of Utility Adjustment Work.

Failure of Utility Owners to Cooperate. 6.8.4.1 7.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the Utility AdjustmentAdjustments. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, , (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the ProjectFacility, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the ProjectFacility, despite XxxxxxxxxDeveloper's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Facility Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 7.5.7.2 If Developer requests TxDOT’s 's assistance pursuant to Section 6.8.4.17.5.7.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: that (a) the subject Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Facility Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) throughand

Failure of Utility Owners to Cooperate. 6.8.4.1 7.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the Utility AdjustmentAdjustments. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, , (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite XxxxxxxxxDeveloper's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 7.5.7.2 If Developer requests TxDOT’s 's assistance pursuant to Section 6.8.4.17.5.7.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: that (a) the subject Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) throughand

Failure of Utility Owners to Cooperate. 6.8.4.1 Developer shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: (a) the Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) throughto

Failure of Utility Owners to Cooperate. 6.8.4.1 Developer shall use best efforts to obtain the cooperation of each Utility Owner as necessary for the Utility Adjustment. Developer shall notify TxDOT immediately if: (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the Project, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the Project, despite Xxxxxxxxx's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 If Developer requests TxDOT’s assistance pursuant to Section 6.8.4.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: : (a) the Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (d) the Utility Owner is not cooperating (the foregoing items (a) throughthrough (d) are referred to herein as the “conditions to assistance”). Following TxDOT's receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by Developer to obtain the cooperation of the Utility Owner or resolve the dispute; however, TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its sole discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner's obligation to cooperate and TxDOT elects in its sole discretion not to exercise those rights, then TxDOT shall assign those rights to Developer upon Developer's request; however, such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. Developer shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to Developer. Any assistance provided by TxDOT shall not relieve Developer of its sole and primary responsibility for the satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth in this Section 6.8.4. 6.8.4.3 If TxDOT objects in writing to a request for assistance pursuant to Section 6.8.4.1, based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 6.8.4.2(a) and (b), then Developer shall take such action as is appropriate to satisfy the condition(s) and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects in writing to a request for assistance pursuant to Section 6.8.4.1 based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 6.8.4.2(c) and (d), then Developer shall take such action as Developer deems advisable during the next 30 days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until Developer succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence Developer presents, that the conditions to assistance have been satisfied. Developer shall have the right to submit the question of the reasonableness of XxXXX’s determination through the dispute resolution process described in Section 19.

Failure of Utility Owners to Cooperate. 6.8.4.1 7.5.7.1 Developer shall use best diligent efforts to obtain the cooperation of each Utility Owner as necessary for the Utility AdjustmentAdjustments. Developer shall notify TxDOT immediately if: if (a) Developer is unable (or anticipates that it will be unable), after diligent efforts, to reach agreement with a Utility Owner on a necessary Utility Agreement within a reasonable time, (b) Developer reasonably believes for any other reason that any Utility Owner would not undertake or permit a Utility Adjustment in a manner consistent with the timely completion of the ProjectFacility, (c) Developer becomes aware that any Utility Owner is not cooperating in a timely manner to provide agreed-upon work or approvals, or (d) any other dispute arises between Developer and a Utility Owner with respect to the ProjectFacility, despite XxxxxxxxxDeveloper's diligent efforts to obtain such Utility Owner’s cooperation or otherwise resolve such dispute. Such notice may include a request that TxDOT assist in resolving the dispute or in otherwise obtaining the Utility Owner’s timely cooperation. Developer shall provide TxDOT with such information as TxDOT requests regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the Project Facility Schedule. After delivering to TxDOT any notice or request for assistance, Developer shall continue to use diligent efforts to pursue the Utility Owner’s cooperation. 6.8.4.2 7.5.7.2 If Developer requests TxDOT’s 's assistance pursuant to Section 6.8.4.17.5.7.1, Developer shall provide evidence reasonably satisfactory to TxDOT that: that (a) the subject Utility Adjustment is necessary, (b) the time for completion of the Utility Adjustment in the Project Facility Schedule was, in its inception, a reasonable amount of time for completion of such work, (c) Developer’s position in the dispute is otherwise reasonable, (d) Developer has made diligent efforts to obtain the Utility Owner’s cooperation, and (de) the Utility Owner is not cooperating (the foregoing items clauses (a) throughthrough (e) are referred to herein as the “conditions to assistance”). Following TxDOT's receipt of satisfactory evidence, TxDOT shall take such reasonable steps as may be requested by Developer to obtain the cooperation of the Utility Owner or resolve the dispute; however, TxDOT shall have no obligation to prosecute eminent domain or other legal proceedings, or to exercise any other remedy available to it under applicable Law or existing contract, unless TxDOT elects to do so in its sole discretion. If TxDOT holds contractual rights that might be used to enforce the Utility Owner's obligation to cooperate and TxDOT elects in its sole discretion not to exercise those rights, then TxDOT shall assign those rights to Developer upon Developer's request; however, such assignment shall be without any representation or warranty as to either the assignability or the enforceability of such rights. Developer shall reimburse TxDOT for TxDOT’s Recoverable Costs in connection with providing such assistance to Developer. Any assistance TxDOT provides shall not relieve Developer of its sole responsibility for satisfactory compliance with its obligations and timely completion of all Utility Adjustment Work, except as otherwise expressly set forth herein. If the reason for the Utility Owner's alleged lack of cooperation is a disagreement with modifications made by Developer to a standard form Utility Agreement in accordance with Section 7.5.2.2, TxDOT’s approval of the Deviation shall not be construed as confirmation that Developer's position in the dispute is reasonable. In no event shall TxDOT's obligations pursuant to this Section 7.5.7.2 require TxDOT: (i) to take a position which it believes to be inconsistent with the CDA Documents, the Facility Management Plan (and component plans thereunder), applicable law or Governmental Approval(s), the requirements of Good Industry Practice, or TxDOT policy, or (ii) to refrain from taking a position concurring with that of a Utility Owner, if TxDOT believes that position to be correct. 7.5.7.3 If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1, based on Developer’s failure to satisfy one or more of the conditions to assistance described in Sections 7.5.7.2(a), (b) and (c), then Developer shall take such action as is appropriate to satisfy the condition(s) and shall then have the right to submit another request for assistance on the same subject matter. If TxDOT objects in writing to a request for assistance pursuant to Section 7.5.7.1 based on Developer’s failure to satisfy one or both of the conditions to assistance described in Sections 7.5.7.2(d) and (e), then Developer shall take such action as Developer deems advisable during the next ten days to obtain the Utility Owner’s cooperation and shall then have the right to submit another request for assistance on the same subject matter. Notwithstanding the foregoing, no resubmittal will be accepted unless all TxDOT objections have been addressed in accordance with the preceding two sentences. This process shall be followed until Developer succeeds in obtaining the Utility Owner’s cooperation or in otherwise resolving the dispute or until TxDOT determines, based on evidence Developer presents, that the conditions to assistance have been satisfied. Developer shall have the right to submit the question of the reasonableness of TxDOT’s determination for resolution according to the Dispute Resolution Procedures. 7.5.7.4 In certain cases where a Utility Owner is not cooperating with Developer or TxDOT, TxDOT may, in its sole discretion and where applicable Law authorizes TxDOT to take unilateral action, issue a Directive Letter directing Developer to proceed with a Utility Adjustment without an agreement or other written consent by the Utility Owner. If TxDOT directs Developer to perform work pursuant to this Section 7.5.7.4, then Developer, without cost to TxDOT, shall proceed with such work as if Developer has entered into a Utility Agreement providing for Developer to perform such work, and shall perform such work in accordance with the requirements of the CDA Documents otherwise applicable to Developer’s performance of Utility Adjustment Work.