Common use of Hazardous Materials Management Clause in Contracts

Hazardous Materials Management. 5.9.1 Without limiting IFA’s role or responsibilities set forth in Section 5.9.6 and Exhibit 5, and except as provided otherwise below, Developer shall undertake Hazardous Materials Management of all Hazardous Materials and Hazardous Environmental Conditions, including contaminated groundwater, in accordance with applicable Law, Governmental Approvals, the Hazardous Materials Management Plan, and all applicable provisions of the PPA Documents. 5.9.2 Developer shall have the following duties to avoid or mitigate adverse financial and schedule impacts of Hazardous Materials and Hazardous Environmental Conditions in respect of the Project and otherwise arising under or relating to the Work. 5.9.2.1 Without cost to IFA, Developer shall adopt design and construction techniques for the Project that, to the maximum extent possible using Good Industry Practice, avoid the need for Hazardous Materials Management, which practices shall be in no case less than Good Industry Practice. 5.9.2.2 If, having met its obligation under Section 5.9.2.1, Developer is unable to avoid Hazardous Materials or a Hazardous Environmental Condition, Developer shall use Good Industry Practice, including design modifications and construction techniques, to minimize costs of Hazardous Materials Management, including minimization of IFA’s long-term costs for Hazardous Materials Management, which practices shall be in no case less than Good Industry Practice. 5.9.2.3 Where Hazardous Materials Management is unavoidable or is required by applicable Law, Developer shall utilize appropriately trained Contractors or personnel to conduct the Hazardous Materials Management activities. 5.9.3 If during the course of the Work, Developer encounters Hazardous Materials or a Hazardous Environmental Condition in connection with the Project, the Site or Work, in an amount, type, quality or location that would require reporting or notice to any Governmental Entity or other Person or taking any preventive or remedial action, in each case under applicable Law, Governmental Approvals, the Hazardous Materials Management Plan or any applicable provision of the PPA Documents, Developer shall promptly provide Notice to IFA and advise IFA of any obligation to notify State or federal agencies under applicable Law. If during the Term IFA discovers Hazardous Materials or a Hazardous Environmental Condition in connection with the Project, the Site or Work, IFA shall promptly provide Notice to Developer of such fact. 5.9.4 The right of IFA to step in to carry out the Hazardous Materials Management obligations of Developer are as follows: 5.9.4.1 If, within a reasonable time after discovery of Hazardous Materials or a Hazardous Environmental Condition, taking into consideration the nature and extent of the contamination, the type and extent of action required and the potential impact upon Developer's schedule for use of and operations on the Project Right of Way, Developer has not undertaken the Hazardous Materials Management required of it under Section 5.9.1, IFA may provide Developer with Notice that it will undertake the Hazardous Materials Management itself. IFA thereafter may undertake the Hazardous Materials Management actions in compliance with a remediation plan approved by applicable Governmental Entities, if applicable, and in compliance with applicable Laws. Without limiting IFA’s role or responsibilities set forth in Section 5.9.6, Developer shall reimburse to IFA on a current basis within ten (10) days of request therefor, the reasonable costs, including IFA’s Recoverable Costs, that IFA incurs in carrying out such Hazardous Materials Management actions. IFA shall have no liability or responsibility to Developer arising out of IFA’s Hazardous Materials Management actions and such actions shall in no event constitute the basis of a Relief Event or other Claim. 5.9.4.2 Notwithstanding the foregoing, if Developer notifies IFA that Developer desires to preserve claims against other potentially responsible parties, then IFA shall take all commercially reasonable efforts to preserve such claims consistently with either the National Oil and Hazardous Substances Pollution Contingency Plan, 40 CFR § 300, or comparable State regulations and standards; and a reasonable period of time for Developer to perform the Hazardous Materials Management actions shall include a sufficient period for Developer to comply with the National Oil and Hazardous Substances Pollution Contingency Plan or such comparable State regulations and standards. 5.9.5 Refer to Section 15.7.7 regarding Developer’s rights to compensation and schedule relief with respect to Hazardous Materials. 5.9.6 Off-site disposal of Hazardous Materials is subject to the following provisions. 5.9.6.1 Except as provided otherwise in Section 5.9.7, as between Developer, its Contractors and IFA, IFA shall be considered the sole generator and arranger under 40 CFR, Part 262 and shall sign all undisputed manifests using its generator identification number for the off-site disposal of Hazardous Materials other than (a) Developer Release(s) of Hazardous Material and (b) Hazardous Materials that migrate into, onto or under the Project Right of Way from points of origin located outside the boundaries of such Project Right of Way where the source of such Hazardous Materials is a Developer-Related Entity in the course of performing Work. 5.9.6.2 Notwithstanding any contrary provision of the PPA Documents, under no circumstances whatsoever shall any IFA-Caused Delay arising out of or relating to (a) its review and approval or disapproval of aspects of remediation plans as set forth in Section 7.9 of the Technical Provisions, (b) any act or failure to act by IFA in its capacity as generator or arranger for off-Site disposal of Hazardous Materials (except IFA’s failure to sign all undisputed manifests pursuant to its obligation under Section 5.9.6.1), or (c) any Dispute over whether Hazardous Materials are Known or Suspected Hazardous Materials entitle Developer to any compensation from IFA. 5.9.6.3 To the extent permitted by applicable Law, as between IFA, Developer and its Contractors, IFA shall take and assume sole responsibility and liability for third-party claims, causes of action and Losses arising out of or resulting from the off-site disposal of Hazardous Materials for which IFA is the generator or arranger pursuant to this Section 5.9.6, specifically excluding liability for actual and threatened Developer Releases of Hazardous Materials and liability for off-site disposal that IFA elects to have a responsible party assume as provided in Section 5.9.6.1. It is the intent of the Parties that Developer has no exposure to any such third-party claims, causes of action and Losses.

Hazardous Materials Management. ‌ 5.9.1 Without limiting IFA’s role or responsibilities set forth in Section 5.9.6 and Exhibit 5, and except as provided otherwise below, Developer shall undertake Hazardous Materials Management of all Hazardous Materials and Hazardous Environmental Conditions, including contaminated groundwater, in accordance with applicable Law, Governmental Approvals, the Hazardous Materials Management Plan, and all applicable provisions of the PPA Documents. 5.9.2 Developer shall have the following duties to avoid or mitigate adverse financial and schedule impacts of Hazardous Materials and Hazardous Environmental Conditions in respect of the Project and otherwise arising under or relating to the Work. 5.9.2.1 Without cost to IFA, Developer shall adopt a design and construction techniques for the Project that, to the maximum extent possible using Good Industry Practice, avoid the need for Hazardous Materials Management, which practices shall be in no case less than Good Industry Practice. 5.9.2.2 If, having met its obligation under Section 5.9.2.1, Developer is unable to avoid Hazardous Materials or a Hazardous Environmental Condition, Developer shall use Good Industry Practice, including design modifications and construction techniques, to minimize costs of Hazardous Materials Management, including minimization of IFA’s long-term costs for Hazardous Materials Management, which practices shall be in no case less than Good Industry Practice. 5.9.2.3 Where Hazardous Materials Management is unavoidable or is required by applicable Law, Developer shall utilize appropriately trained Contractors or personnel to conduct the Hazardous Materials Management activities. 5.9.3 If during the course of the Work, Developer encounters Hazardous Materials or a Hazardous Environmental Condition in connection with the Project, the Site or Work, in an amount, type, quality or location that would require reporting or notice to any Governmental Entity or other Person or taking any preventive or remedial action, in each case under applicable Law, Governmental Approvals, the Hazardous Materials Management Plan or any applicable provision of the PPA Documents, Developer shall promptly provide Notice to IFA and advise IFA of any obligation to notify State or federal agencies under applicable Law. If during the Term IFA discovers Hazardous Materials or a Hazardous Environmental Condition in connection with the Project, the Site or Work, IFA shall promptly provide Notice to Developer of such fact. 5.9.4 The right of IFA to step in to carry out the Hazardous Materials Management obligations of Developer are as follows: 5.9.4.1 If, within a reasonable time after discovery of Hazardous Materials or a Hazardous Environmental Condition, taking into consideration the nature and extent of the contamination, the type and extent of action required and the potential impact upon Developer's schedule for use of and operations on the Project Right of Way, Developer has not undertaken the Hazardous Materials Management required of it under Section 5.9.1, IFA may provide Developer with Notice that it will undertake the Hazardous Materials Management itself. IFA thereafter may undertake the Hazardous Materials Management actions in compliance with a remediation plan approved by applicable Governmental Entities, if applicable, and in compliance with applicable Laws. Without limiting IFA’s role or responsibilities set forth in Section 5.9.6, Developer shall reimburse to IFA on a current basis within ten (10) days of request therefor, the reasonable costs, including IFA’s Recoverable Costs, that IFA incurs in carrying out such Hazardous Materials Management actions. IFA shall have no liability or responsibility to Developer arising out of IFA’s Hazardous Materials Management actions and such actions shall in no event constitute the basis of a Relief Event or other Claim. 5.9.4.2 Notwithstanding the foregoing, if Developer notifies IFA that Developer desires to preserve claims against other potentially responsible parties, then IFA shall take all commercially reasonable efforts to preserve such claims consistently with either the National Oil and Hazardous Substances Pollution Contingency Plan, 40 CFR § 300, or comparable State regulations and standards; and a reasonable period of time for Developer to perform the Hazardous Materials Management actions shall include a sufficient period for Developer to comply with the National Oil and Hazardous Substances Pollution Contingency Plan or such comparable State regulations and standards. 5.9.5 Refer to Section 15.7.7 regarding Developer’s rights to compensation and schedule relief with respect to Hazardous Materials. 5.9.6 Off-site disposal of Hazardous Materials is subject to the following provisions. 5.9.6.1 Except as provided otherwise in Section 5.9.7, as between Developer, its Contractors and IFA, IFA shall be considered the sole generator and arranger under 40 CFR, Part 262 and shall sign all undisputed manifests using its generator identification number for the off-site disposal of Hazardous Materials other than (a) Developer Release(s) of Hazardous Material and (b) Hazardous Materials that migrate into, onto or under the Project Right of Way from points of origin located outside the boundaries of such Project Right of Way where the source of such Hazardous Materials is a Developer-Related Entity in the course of performing Work. 5.9.6.2 Notwithstanding any contrary provision of the PPA Documents, under no circumstances whatsoever shall any IFA-Caused Delay arising out of or relating to (a) its review and approval or disapproval of aspects of remediation plans as set forth in Section 7.9 of the Technical Provisions, (b) any act or failure to act by IFA in its capacity as generator or arranger for off-Site disposal of Hazardous Materials (except IFA’s failure to sign all undisputed manifests pursuant to its obligation under Section 5.9.6.1), or (c) any Dispute over whether Hazardous Materials are Known or Suspected Hazardous Materials entitle Developer to any compensation from IFA. 5.9.6.3 To the extent permitted by applicable Law, as between IFA, Developer and its Contractors, IFA shall take and assume sole responsibility and liability for third-party claims, causes of action and Losses arising out of or resulting from the off-site disposal of Hazardous Materials for which IFA is the generator or arranger pursuant to this Section 5.9.6, specifically excluding liability for actual and threatened Developer Releases of Hazardous Materials and liability for off-site disposal that IFA elects to have a responsible party assume as provided in Section 5.9.6.1. It is the intent of the Parties that Developer has no exposure to any such third-party claims, causes of action and Losses.and

Hazardous Materials Management. 5.9.1 Without limiting IFA’s role or responsibilities set forth 7.7.1.1 Except as otherwise provided in this Section 5.9.6 and Exhibit 5, and except as provided otherwise below7.7.1, Developer shall undertake shall, as part of the Work, perform, or cause to be performed, all Hazardous Materials Management of all Hazardous Materials and Hazardous Environmental Conditions, including contaminated groundwater, required in connection with the Project in accordance with applicable Law, Governmental Approvals, the Hazardous Materials Management Planapproved Environmental Protection Program, and all applicable provisions of the PPA Contract Documents. 5.9.2 7.7.1.2 Developer shall have the following duties to avoid or identify, avoid, minimize and mitigate adverse financial monetary and schedule non-monetary impacts of Hazardous Materials and Hazardous Environmental Conditions in respect of to the Project and otherwise arising under or to LAWA relating to the Work.Hazardous Materials: 5.9.2.1 Without cost to IFA, (a) Developer shall adopt design and construction techniques for the Project thatProject, using Good Industry Practice, that avoid, to the maximum extent possible using Good Industry Practicepracticable, avoid the need for Hazardous Materials Management, which practices shall be in no case less than Good Industry Practice.; 5.9.2.2 If, having met its obligation under Section 5.9.2.1, Developer is unable to avoid (b) when performing Hazardous Materials or a Hazardous Environmental ConditionManagement, Developer shall use Good Industry Practice, including design modifications and construction techniques, to minimize costs (including long-term costs) of Hazardous Materials Management, including minimization of IFA’s long-term costs for Hazardous Materials Management, which practices shall be in no case less than Good Industry Practice.; and 5.9.2.3 Where Hazardous Materials Management is unavoidable or is required by applicable Law, (c) Developer shall utilize use appropriately trained Contractors or personnel to conduct the Hazardous Materials Management activities. 5.9.3 If during the course 7.7.1.3 Developer shall promptly provide notice to LAWA of the Work, Developer encounters any Hazardous Materials or a Hazardous Environmental Condition encountered in connection with the Project, the Site or Work, in an amount, type, quality or location the Work that would require (a) reporting or notice to any Governmental Entity or other Person or and/or (b) taking any preventive or remedial actionresponse action (e.g., in each case evaluating and addressing the circumstances and location of the Hazardous Materials) under applicable Law, Governmental Approvals, the Hazardous Materials Management Plan or any applicable provision of approved Environmental Protection Program and the PPA Contract Documents, Developer as applicable. A notice provided under this Section 7.7.1.3 shall promptly provide Notice to IFA and advise IFA LAWA of any obligation to notify State or federal agencies Governmental Entities under applicable Law. If during the Term IFA discovers Developer shall make all such reports, or deliver all such notices, to any Governmental Entity with respect to Hazardous Materials or a Hazardous Environmental Condition encountered in connection with the Project, the Site or the Work, IFA providing concurrent notice and copies of such reports and notices to LAWA. 7.7.1.4 Developer shall promptly manage all Pre-Existing Hazardous Materials encountered in connection with the Project, in compliance with applicable Law, subject to the following: (a) to the extent circumstances warrant off-site disposal of any Pre-Existing Hazardous Materials, Developer shall manage and dispose of such materials in accordance with the Environmental and Hazardous Materials Response Plan. Developer (i) shall ensure that each destination facility to which any Hazardous Materials will be transported is properly licensed under applicable Law to receive the specific Hazardous Materials to be transported to that facility; (ii) may not dispose of Hazardous Materials at Superfund Sites; and (iii) shall prepare for LAWA’s review and signature the manifests and related forms required for transportation and disposal of the Hazardous Materials and provide Notice such documentation to LAWA at least 10 days before the expected date of transport. Developer will not be designated as the generator on the transport manifest for Pre-Existing Hazardous Materials; (b) to the extent circumstances warrant managing and/or remediating any Pre- Existing Hazardous Materials in place or otherwise on-site, Developer shall take all appropriate actions in accordance with the Environmental Protection Program (including specifically the Environmental and Hazardous Materials Response Plan component) and applicable Law; (c) as between LAWA and Developer, notwithstanding the obligations assumed by Developer under Section 7.7.1.4(a) or (b), to the extent permitted by applicable Law, LAWA accepts legal responsibility for any Losses incurred by either Party arising out of, relating to or resulting from the proper management (including off-site disposal) of Hazardous Materials under Section 7.7.1.4(a) or (b), including Losses incurred due to any impacts to nearby property. LAWA shall have no liability for Third Party claims under this Section 7.7.1.4(c) to the extent that such Losses were the result of any Developer Release or the negligence, willful misconduct, or breach of applicable Law or contract by any Developer-Related Entity; (d) as between XXXX and Developer, Developer accepts legal responsibility for Third Party claims arising out of, relating to, or resulting from any Developer Release and any Losses relating to Developer Releases or any improper performance of such fact.off-site disposal or remediation or management in place of Pre- Existing Hazardous Materials by any Developer-Related Entity; 5.9.4 The right (e) as between Developer and LAWA, and in addition to those obligations listed in Section 7.7.1.4(d) as Developer’s responsibility, without abrogating any of IFA Developer’s rights under this Agreement, and to step the extent permitted by and consistent with applicable Law, Developer accepts legal responsibility for any Losses, including those of Third Parties, with respect to (i) Developer Releases of Hazardous Materials and (ii) Hazardous Materials discovered or released into, onto or under Additional Properties or Temporary Areas. However, this shall not preclude or limit any rights or remedies that Developer may have against Third Parties, including prior owners, lessees, licensees and occupants of the Additional Properties or Temporary Areas; (f) to the maximum extent permitted by and consistent with applicable Law, Developer shall indemnify and hold harmless the Indemnified Parties from and against any and all claims, causes of action, suits, legal or administrative proceedings or Losses arising out of, relating to or resulting from the off-site disposal of Hazardous Materials for which Developer accepts or is imputed legal responsibility under Section 7.7.1.4(c) through 7.7.1.4(e); and (g) nothing in this Section 7.7.1.4 shall preclude or limit any rights or remedies that LAWA or Developer may have against Third Parties, including (with respect to carry out LAWA) prior owners, lessees, licensees and occupants of any parcel of land that is or becomes part of the Site and (with respect to Developer) prior owners, lessees, licensees and occupants of Additional Properties), or shall abrogate any of LAWA’s rights under this Agreement and at law; 7.7.1.5 If Developer fails to undertake the Hazardous Materials Management obligations of Developer are as follows: 5.9.4.1 If, required under this Section 7.7.1 within a reasonable time after discovery of Hazardous Materials or a Hazardous Environmental ConditionMaterials, taking into consideration the nature and extent of the contamination, the type contamination and extent of action required and the potential impact upon Developer's schedule for use of and operations on the Project Right of WaySite, LAWA may notify Developer has not undertaken the Hazardous Materials Management required of it under Section 5.9.1, IFA may provide Developer with Notice that it LAWA will undertake the Hazardous Materials Management itselfManagement. IFA thereafter Following provision of a notice under this Section 0.0.0.0: (a) LAWA may itself undertake the Hazardous Materials Management actions or procure a contractor to perform such work, in compliance which case LAWA will do so in accordance with a remediation plan approved by all applicable Governmental Entities, if applicable, and in compliance with applicable Environmental Laws. Without limiting IFA’s role or responsibilities set forth in Section 5.9.6, ; (b) Developer shall reimburse to IFA LAWA on a current basis basis, within ten (10) 10 days of request thereforrequest, for the reasonable costs, including IFA’s Recoverable Costs, costs that IFA LAWA incurs in carrying out such Hazardous Materials Management actions. IFA actions (including costs incurred by virtue of fines, penalties or other assessments against LAWA or the Project by Governmental Entities due to Developer’s delay or failure to undertake the Hazardous Materials Management), so long as LAWA has performed in accordance with Section 7.7.1.5(a); and (c) LAWA shall have no liability or responsibility to Developer arising out of IFAof, relating to or resulting from XXXX’s Hazardous Materials Management actions and such actions shall in no event not constitute the basis of a Relief Event or other basis for a Claim. 5.9.4.2 Notwithstanding the foregoing, if Developer notifies IFA that Developer desires to preserve claims against other potentially responsible parties, then IFA shall take all commercially reasonable efforts to preserve such claims consistently with either the National Oil and Hazardous Substances Pollution Contingency Plan, 40 CFR § 300, or comparable State regulations and standards; and a reasonable period of time for Developer to perform the Hazardous Materials Management actions shall include a sufficient period for Developer to comply with the National Oil and Hazardous Substances Pollution Contingency Plan or such comparable State regulations and standards. 5.9.5 Refer to Section 15.7.7 regarding Developer’s rights to compensation and schedule relief with respect to Hazardous Materials. 5.9.6 Off-site disposal of Hazardous Materials is subject to the following provisions. 5.9.6.1 Except as provided otherwise in Section 5.9.7, as between Developer, its Contractors and IFA, IFA shall be considered the sole generator and arranger under 40 CFR, Part 262 and shall sign all undisputed manifests using its generator identification number for the off-site disposal of Hazardous Materials other than (a) Developer Release(s) of Hazardous Material and (b) Hazardous Materials that migrate into, onto or under the Project Right of Way from points of origin located outside the boundaries of such Project Right of Way where the source of such Hazardous Materials is a Developer-Related Entity in the course of performing Work. 5.9.6.2 Notwithstanding any contrary provision of the PPA Documents, under no circumstances whatsoever shall any IFA-Caused Delay arising out of or relating to (a) its review and approval or disapproval of aspects of remediation plans as set forth in Section 7.9 of the Technical Provisions, (b) any act or failure to act by IFA in its capacity as generator or arranger for off-Site disposal of Hazardous Materials (except IFA’s failure to sign all undisputed manifests pursuant to its obligation under Section 5.9.6.1), or (c) any Dispute over whether Hazardous Materials are Known or Suspected Hazardous Materials entitle Developer to any compensation from IFA. 5.9.6.3 To the extent permitted by applicable Law, as between IFA, Developer and its Contractors, IFA shall take and assume sole responsibility and liability for third-party claims, causes of action and Losses arising out of or resulting from the off-site disposal of Hazardous Materials for which IFA is the generator or arranger pursuant to this Section 5.9.6, specifically excluding liability for actual and threatened Developer Releases of Hazardous Materials and liability for off-site disposal that IFA elects to have a responsible party assume as provided in Section 5.9.6.1. It is the intent of the Parties that Developer has no exposure to any such third-party claims, causes of action and Losses.

Hazardous Materials Management. 5.9.1 Without limiting IFA’s role If compensation is payable to DB Contractor pursuant to Section 6.6 with respect to Hazardous Materials Management, the amount of the Change Order shall either be a negotiated amount acceptable to the Parties, or responsibilities the Reimbursable Hazardous Materials Costs for the work in question, subject to the limitations set forth in this Section 13.7.4, including the cost sharing provisions set forth in Section 5.9.6 13.7.4.1. 13.7.4.1. Determination of Reimbursable Amount DB Contractor shall be deemed to have waived the right to collect any and Exhibit 5, and except as provided otherwise below, Developer shall undertake all costs incurred in connection with any Hazardous Materials Management and any right to obtain an extension of all Hazardous Materials and Hazardous Environmental Conditions, including contaminated groundwater, in accordance with applicable Law, Governmental Approvals, the Hazardous Materials Management Plan, and all applicable provisions a Completion Deadline if TxDOT is not provided written notice of the PPA Documents. 5.9.2 Developer shall have the following duties to avoid or mitigate adverse financial and schedule impacts discovery of Hazardous Materials and Hazardous Environmental Conditions in respect of afforded the Project and otherwise arising under or relating opportunity to the Work. 5.9.2.1 Without cost to IFA, Developer shall adopt design and construction techniques for the Project that, to the maximum extent possible using Good Industry Practice, avoid the need for inspect sites containing Hazardous Materials Managementbefore any action is taken which would inhibit TxDOT's ability to ascertain, which practices shall be in no case less than Good Industry Practice. 5.9.2.2 Ifbased on a site inspection, having met its obligation under Section 5.9.2.1, Developer is unable to avoid Hazardous Materials or a Hazardous Environmental Condition, Developer shall use Good Industry Practice, including design modifications and construction techniques, to minimize costs of Hazardous Materials Management, including minimization of IFA’s long-term costs for Hazardous Materials Management, which practices shall be in no case less than Good Industry Practice. 5.9.2.3 Where Hazardous Materials Management is unavoidable or is required by applicable Law, Developer shall utilize appropriately trained Contractors or personnel to conduct the Hazardous Materials Management activities. 5.9.3 If during the course of the Work, Developer encounters Hazardous Materials or a Hazardous Environmental Condition in connection with the Project, the Site or Work, in an amount, type, quality or location that would require reporting or notice to any Governmental Entity or other Person or taking any preventive or remedial action, in each case under applicable Law, Governmental Approvals, the Hazardous Materials Management Plan or any applicable provision of the PPA Documents, Developer shall promptly provide Notice to IFA and advise IFA of any obligation to notify State or federal agencies under applicable Law. If during the Term IFA discovers Hazardous Materials or a Hazardous Environmental Condition in connection with the Project, the Site or Work, IFA shall promptly provide Notice to Developer of such fact. 5.9.4 The right of IFA to step in to carry out the Hazardous Materials Management obligations of Developer are as follows: 5.9.4.1 If, within a reasonable time after discovery of Hazardous Materials or a Hazardous Environmental Condition, taking into consideration the nature and extent of the contaminationmaterials. In the event of an emergency involving Hazardous Materials, DB Contractor may take such limited actions as are required by Law without advance notice to TxDOT, but shall provide such notice immediately thereafter (which in no event shall be more than 2 hours after the type incident by phone and extent of action required and 24 hours after the potential impact upon Developer's schedule incident by written notice). In cases involving reimbursement for use of and operations on the Project Right of Way, Developer has not undertaken the Hazardous Materials Management required of it under this Section 5.9.113.7.4, IFA may provide Developer with Notice that it will undertake allowable costs shall be limited to the incremental costs incurred in performing Hazardous Materials Management itself. IFA thereafter may undertake after completion of the testing process to determine whether Hazardous Materials Management actions in compliance with a remediation plan approved by applicable Governmental Entities, if applicable, are present (deducting any avoided costs such as the cost of disposal that would have been incurred had Hazardous Materials not been present). Investigating and in compliance with applicable Laws. Without limiting IFA’s role or responsibilities set forth in Section 5.9.6, Developer shall reimburse to IFA on a current basis within ten (10) days of request therefor, the reasonable costscharacterizing, including IFAPhase 1 Investigations and Phase 2 Investigations, are included in the Price and DB Contractor shall not be entitled to additional compensation therefor. Except as otherwise provided and subject to the limitations in this Section 13.7, TxDOT shall compensate DB Contractor for DB Contractor’s Recoverable Costsreasonable, that IFA incurs in carrying out such out-of-pocket costs and expenses directly attributable to the handling, transport, removal and disposal of Unknown Hazardous Materials Management actionsencountered by DB Contractor. IFA Except as otherwise provided and subject to the limitations in this Section 13, DB Contractor shall have no liability or responsibility be entitled to Developer arising out of IFAa Change Order in accordance with Section 13.7.3 to compensate DB Contractor for DB Contractor’s Hazardous Materials Management actions reasonable, out-of-pocket costs and such actions shall in no event constitute expenses directly attributable to the basis of a Relief Event or other Claim. 5.9.4.2 Notwithstanding the foregoinghandling, if Developer notifies IFA that Developer desires to preserve claims against other potentially responsible partiestransport, then IFA shall take all commercially reasonable efforts to preserve such claims consistently with either the National Oil removal and Hazardous Substances Pollution Contingency Plan, 40 CFR § 300, or comparable State regulations and standards; and a reasonable period of time for Developer to perform the Hazardous Materials Management actions shall include a sufficient period for Developer to comply with the National Oil and Hazardous Substances Pollution Contingency Plan or such comparable State regulations and standards. 5.9.5 Refer to Section 15.7.7 regarding Developer’s rights to compensation and schedule relief with respect to Hazardous Materials. 5.9.6 Off-site disposal of Hazardous Materials is subject to falling within the following provisionsdefinition of Force Majeure Event. Such events shall be handled in accordance with Section 13.7.3. 5.9.6.1 Except as provided otherwise in Section 5.9.713.7.4.2. Time Extensions DB Contractor shall not be entitled to an extension of any Completion Deadline with regard to any need to investigate or characterize any Hazardous Materials, as between Developer, its Contractors and IFA, IFA shall be considered regardless of the sole generator and arranger under 40 CFR, Part 262 and shall sign all undisputed manifests using its generator identification number for the off-site disposal of total quantities. If DB Contractor encounters Hazardous Materials other than (a) Developer Release(s) of Hazardous Material for which DB Contractor is entitled to compensation, and (b) Hazardous Materials that migrate into, onto or under the Project Right of Way from points of origin located outside the boundaries of such Project Right of Way where the source Management of such Hazardous Materials is a Developer-Related Entity results in delays to the course of performing Work. 5.9.6.2 Notwithstanding any contrary provision of the PPA Documents, under no circumstances whatsoever shall any IFA-Caused Delay arising out of or relating to Critical Path (a) its review and approval or disapproval of aspects of remediation plans as set forth in Section 7.9 of the Technical Provisions, (b) any act or failure to act by IFA in its capacity as generator or arranger for off-Site disposal of “Hazardous Materials (except IFA’s failure to sign all undisputed manifests pursuant to its obligation under Section 5.9.6.1Delay”), or (c) any Dispute over whether then the risk of such Hazardous Materials are Known or Suspected Delay shall be borne by TxDOT. If a Hazardous Materials entitle Developer Delay is concurrent with another delay which is DB Contractor’s responsibility hereunder, then such Hazardous Materials Delay shall be borne 100% by DB Contractor. The foregoing shall not preclude DB Contractor from obtaining a time extension with respect to any compensation Hazardous Material which qualifies as a Force Majeure Event. Notwithstanding anything to the contrary contained in this Section 13.7.4, if DB Contractor is prohibited from IFA. 5.9.6.3 To working at a particular Location due to the extent permitted by applicable Law, as between IFA, Developer and its Contractors, IFA shall take and assume sole responsibility and liability for third-party claims, causes of action and Losses arising out of or resulting from the off-site disposal discovery of Hazardous Materials for which IFA DB Contractor is entitled to a Change Order during the generator or arranger pursuant last 12 months prior to this Section 5.9.6the Completion Deadline, specifically excluding liability then DB Contractor shall be entitled to an extension of the applicable Completion Deadline for actual and threatened Developer Releases any Critical Path delays resulting from such discovery of Hazardous Materials and liability for off-site disposal that IFA elects to have a responsible party assume as provided in Section 5.9.6.1. It is the intent of the Parties that Developer has no exposure to any such third-party claims, causes of action and LossesMaterials.

Hazardous Materials Management. 5.9.1 Without limiting IFA’s role or responsibilities set forth in Section 5.9.6 and Exhibit 5, and except as provided otherwise below, Developer shall undertake Hazardous Materials Management of all Hazardous Materials and Hazardous Environmental Conditions, including contaminated groundwater, in accordance with applicable Law, Governmental Approvals, the Hazardous Materials Management Plan, and all applicable provisions of the PPA Documents. 5.9.2 Developer shall have the following duties to avoid or mitigate adverse financial and schedule impacts of Hazardous Materials and Hazardous Environmental Conditions in respect of the Project and otherwise arising under or relating to the Work. 5.9.2.1 Without cost to IFA, Developer shall adopt a design and construction techniques for the Project that, to the maximum extent possible using Good Industry Practice, avoid the need for Hazardous Materials Management, which practices shall be in no case less than Good Industry Practice. 5.9.2.2 If, having met its obligation under Section 5.9.2.1, Developer is unable to avoid Hazardous Materials or a Hazardous Environmental Condition, Developer shall use Good Industry Practice, including design modifications and construction techniques, to minimize costs of Hazardous Materials Management, including minimization of IFA’s long-term costs for Hazardous Materials Management, which practices shall be in no case less than Good Industry Practice. 5.9.2.3 Where Hazardous Materials Management is unavoidable or is required by applicable Law, Developer shall utilize appropriately trained Contractors or personnel to conduct the Hazardous Materials Management activities. 5.9.3 If during the course of the Work, Developer encounters Hazardous Materials or a Hazardous Environmental Condition in connection with the Project, the Site or Work, in an amount, type, quality or location that would require reporting or notice to any Governmental Entity or other Person or taking any preventive or remedial action, in each case under applicable Law, Governmental Approvals, the Hazardous Materials Management Plan or any applicable provision of the PPA Documents, Developer shall promptly provide Notice to IFA and advise IFA of any obligation to notify State or federal agencies under applicable Law. If during the Term IFA discovers Hazardous Materials or a Hazardous Environmental Condition in connection with the Project, the Site or Work, IFA shall promptly provide Notice to Developer of such fact. 5.9.4 The right of IFA to step in to carry out the Hazardous Materials Management obligations of Developer are as follows: 5.9.4.1 If, within a reasonable time after discovery of Hazardous Materials or a Hazardous Environmental Condition, taking into consideration the nature and extent of the contamination, the type and extent of action required and the potential impact upon Developer's schedule for use of and operations on the Project Right of Way, Developer has not undertaken the Hazardous Materials Management required of it under Section 5.9.1, IFA may provide Developer with Notice that it will undertake the Hazardous Materials Management itself. IFA thereafter may undertake the Hazardous Materials Management actions in compliance with a remediation plan approved by applicable Governmental Entities, if applicable, and in compliance with applicable Laws. Without limiting IFA’s role or responsibilities set forth in Section 5.9.6, Developer shall reimburse to IFA on a current basis within ten (10) days of request therefor, the reasonable costs, including IFA’s Recoverable Costs, that IFA incurs in carrying out such Hazardous Materials Management actions. IFA shall have no liability or responsibility to Developer arising out of IFA’s Hazardous Materials Management actions and such actions shall in no event constitute the basis of a Relief Event or other Claim. 5.9.4.2 Notwithstanding the foregoing, if Developer notifies IFA that Developer desires to preserve claims against other potentially responsible parties, then IFA shall take all commercially reasonable efforts to preserve such claims consistently with either the National Oil and Hazardous Substances Pollution Contingency Plan, 40 CFR § 300, or comparable State regulations and standards; and a reasonable period of time for Developer to perform the Hazardous Materials Management actions shall include a sufficient period for Developer to comply with the National Oil and Hazardous Substances Pollution Contingency Plan or such comparable State regulations and standards. 5.9.5 Refer to Section 15.7.7 regarding Developer’s rights to compensation and schedule relief with respect to Hazardous Materials. 5.9.6 Off-site disposal of Hazardous Materials is subject to the following provisions. 5.9.6.1 Except as provided otherwise in Section 5.9.7, as between Developer, its Contractors and IFA, IFA shall be considered the sole generator and arranger under 40 CFR, Part 262 and shall sign all undisputed manifests using its generator identification number for the off-site disposal of Hazardous Materials other than (a) Developer Release(s) of Hazardous Material and (b) Hazardous Materials that migrate into, onto or under the Project Right of Way from points of origin located outside the boundaries of such Project Right of Way where the source of such Hazardous Materials is a Developer-Related Entity in the course of performing Work. 5.9.6.2 Notwithstanding any contrary provision of the PPA Documents, under no circumstances whatsoever shall any IFA-Caused Delay arising out of or relating to (a) its review and approval or disapproval of aspects of remediation plans as set forth in Section 7.9 of the Technical Provisions, (b) any act or failure to act by IFA in its capacity as generator or arranger for off-Site disposal of Hazardous Materials (except IFA’s failure to sign all undisputed manifests pursuant to its obligation under Section 5.9.6.1), or (c) any Dispute over whether Hazardous Materials are Known or Suspected Hazardous Materials entitle Developer to any compensation from IFA. 5.9.6.3 To the extent permitted by applicable Law, as between IFA, Developer and its Contractors, IFA shall take and assume sole responsibility and liability for third-party claims, causes of action and Losses arising out of or resulting from the off-site disposal of Hazardous Materials for which IFA is the generator or arranger pursuant to this Section 5.9.6, specifically excluding liability for actual and threatened Developer Releases of Hazardous Materials and liability for off-site disposal that IFA elects to have a responsible party assume as provided in Section 5.9.6.1. It is the intent of the Parties that Developer has no exposure to any such third-party claims, causes of action and Losses.