Common use of I T A L S Clause in Contracts

I T A L S. A. The State of Texas desires to facilitate private sector investment and participation in the development of the State’s transportation system via Development agreements, and the Texas Legislature has enacted Transportation Code, Chapter 223, Subchapter E (the “Code”), and TxDOT has adopted Sections 27.1-27.9 of Title 43, Texas Administrative Code (the “Rules”), to accomplish that purpose. B. TxDOT wishes to enter into an agreement with a private sector developer to develop, design and construct tolled managed lanes, general purpose lanes and associated facilities along all or a portion of the 28-mile section of Interstate Highway 35E from IH 635 in Dallas County to US 380 in Denton County (the “Project”). In addition, TxDOT wishes to enter into an agreement with the private sector developer to, at TxDOT’s sole option, maintain the Project for specified optional terms. C. Pursuant to the Code and the Rules, TxDOT issued a Request for Qualifications (as amended, the “RFQ”) on January 12, 2011. D. XxXXX received five qualification statements on March 23, 2012 and subsequently shortlisted four proposers. E. On July 13, 2012, TxDOT issued to the shortlisted proposers a Request for Proposals (as subsequently amended by addenda, the “RFP”) to develop, design, construct and, at TxDOT’s sole option, maintain the Project. F. On , TxDOT received responses to the RFP, including the response of Developer (the “Proposal”). G. An RFP evaluation committee comprised of TxDOT personnel determined that Developer was the proposer which best met the selection criteria contained in the RFP and that the Proposal was the one which provided the best value to the State of Texas. H. On , the Texas Transportation Commission accepted the recommendation of the Executive Director and the RFP evaluation committee and authorized TxDOT staff to negotiate this Agreement. I Concurrently with the execution of this Agreement, TxDOT and Developer are entering into a CMA for Developer to provide, at TxDOT’s sole option, capital maintenance for the Project.

I T A L S. A. The State of Texas desires to facilitate private sector investment and participation in the development of the State’s transportation system via Development design-build agreements, and to accomplish this purpose, the Texas Legislature has enacted Transportation Code, Chapter 223, Subchapter E F (the “Code”), ) and TxDOT has adopted Sections 27.1-27.9 subchapter I in Chapter 9 of Title 43, Texas Administrative Code Code, relating to design-build contracts (the “Rules”), ) to accomplish that this purpose. B. TxDOT wishes to enter into an agreement with a private sector developer design-build contractor to develop, design and construct tolled managed lanesthe SH 71 toll lanes (not including the Authority Improvements) from Presidential Boulevard to a point just east of SH 130 in Austin, general purpose lanes and associated facilities along all or a portion with the realignment of FM 973 from just south of the 28-Colorado River to a point approximately 0.5 mile section south of Interstate Highway 35E from IH 635 in Dallas County to US 380 in Denton County the current SH 71/FM 973 intersection (the “Project”). In addition, TxDOT wishes to enter into an agreement with the private sector developer to, at TxDOT’s sole option, maintain the Project for specified optional terms. C. Pursuant to the Code and the Rules, TxDOT issued a Request for Qualifications (as amended, the “RFQ”) on January 12November 15, 20112013. D. XxXXX TxDOT received five 10 qualification statements on March 23December 13, 2012 2013 and subsequently shortlisted four five proposers. E. On July 13February 27, 20122014, TxDOT issued to the shortlisted proposers a Request for Proposals (as subsequently amended by addenda, the “RFP”) to develop, design, design and construct and, at TxDOT’s sole option, maintain the Project. F. On or before May 21, 2014, TxDOT received four responses to the RFP, including the response of Developer DB Contractor (the “Proposal”). G. An RFP A proposal evaluation committee committee, comprised of TxDOT personnel personnel, determined that Developer DB Contractor was the proposer which best met the selection criteria contained in the RFP and that the Proposal was the one which provided the best value to the State of Texas. H. On June 26, 2014, the Texas Transportation Commission accepted the recommendation of the Executive Director and the RFP evaluation committee and authorized TxDOT staff to negotiate this Design-Build Agreement. I Concurrently with the execution of this Agreement, TxDOT and Developer are entering into a CMA for Developer to provide, at TxDOT’s sole option, capital maintenance for the Project.

I T A L S. A. The State of Texas desires to facilitate private sector investment and participation in the development of the State’s transportation system via Development comprehensive development agreements, and the Texas Legislature has enacted Transportation Code, Chapter 223, Subchapter E (the “Code”), and TxDOT has adopted Sections 27.1-27.9 of Title 43, Texas Administrative Code (the “Rules”), to accomplish that purpose. B. TxDOT wishes to enter into an agreement with a private sector developer to develop, design and construct tolled managed lanes, general purpose lanes and associated facilities along all or a portion of the 28-mile section of Interstate Highway 35E from IH 635 in Dallas County to US 380 in Denton County (the “Project”). In addition, TxDOT wishes to enter into an agreement with the private sector developer to, at TxDOT’s sole option, maintain the Project for specified optional terms. C. Pursuant to the Code and the Rules, TxDOT issued a Request for Qualifications (as amended, the “RFQ”) on January 1223, 20112012. D. XxXXX TxDOT received five qualification statements on March 23, 2012 and subsequently shortlisted four proposers. E. On July 13, 2012, TxDOT issued to the shortlisted proposers a Request for Proposals (as subsequently amended by addenda, the “RFP”) to develop, design, construct and, at TxDOT’s sole option, maintain the Project. F. On November 12, 2012 and November 19, 2012, TxDOT received four responses to the RFP, including the response of Developer (the “Proposal”). G. An RFP evaluation committee comprised of TxDOT personnel determined that Developer was the proposer which best met the selection criteria contained in the RFP and that the Proposal was the one which provided the best value to the State of Texas. H. On December 13, 2012, the Texas Transportation Commission accepted the recommendation of the Executive Director and the RFP evaluation committee and authorized TxDOT staff to negotiate this Agreement. I Concurrently with the execution of this Agreement, TxDOT and Developer are entering into a CMA for Developer to provide, at TxDOT’s sole option, capital maintenance for the Project.

I T A L S. A. The State of Texas desires to facilitate private sector investment and participation in the development of the State’s transportation system via Development agreements, and the Texas Legislature has enacted Transportation Code, Chapter 223, Subchapter E (the “Code”), and TxDOT has adopted Sections 27.1-27.9 of Title 43, Texas Administrative Code (the “Rules”), to accomplish that purpose. B. TxDOT wishes to enter into an agreement with a private sector developer to develop, design and construct tolled managed lanesimprovements along SH 99 Segments F-1, general purpose lanes F-2 and associated facilities along all or a portion of the 28-mile section of Interstate Highway 35E G in Harris and Xxxxxxxxxx Counties from IH 635 in Dallas County to US 380 in Denton County (the “Project”). In addition, TxDOT wishes to enter into an agreement with the private sector developer to, at TxDOT’s sole option, maintain the Project for specified optional terms. C. Pursuant to the Code and the Rules, TxDOT issued a Request for Qualifications (as amended, the “RFQ”) on January 12November 18, 2011. D. XxXXX received five seven qualification statements on March 23February 1, 2012 and subsequently shortlisted four five proposers. E. On July 13, May 3, 2012, TxDOT issued to the shortlisted proposers a Request for Proposals (as subsequently amended by addenda, the “RFP”) to develop, design, construct and, at TxDOT’s sole option, maintain the Project. F. On _ _, TxDOT XxXXX received responses to the RFP, including the response of Developer (the “Proposal”). G. An RFP evaluation committee comprised of TxDOT personnel determined that Developer was the proposer which best met the selection criteria contained in the RFP and that the Proposal was the one which provided the best value to the State of Texas. H. On , the Texas Transportation Commission accepted the recommendation of the Executive Director and the RFP evaluation committee and authorized TxDOT staff to negotiate this Agreement. I Concurrently with the execution of this Agreement, TxDOT and Developer are entering into a CMA Capital Maintenance Agreement for Developer to provide, at TxDOT’s sole option, capital maintenance for the Project.. Texas Department of Transportation RFP Addendum 12 SH 99 Grand Parkway Project 1 Development Agreement

I T A L S. A. The State of Texas desires to facilitate private sector investment and participation in the development of the State’s transportation system via Development agreementsdesign-build contracts, and the Texas Legislature has enacted Transportation Code, Chapter 223, Subchapter E F (the “Code”), and TxDOT has adopted Sections 27.1-27.9 subchapter I in Chapter 9 of Title 43, Texas Administrative Code Code, relating to design-build contracts (the “Rules”), to accomplish that purpose. B. TxDOT wishes to enter into an agreement with a private sector developer DB Contractor to develop, design and construct improvements approximately 24 miles of a new tolled managed lanesfacility consisting of up to four new toll lanes (two in each direction) from FM 1774 in Pinehurst, general purpose Texas (Xxxxxxxxxx County) to FM 1774 in Xxxx Mission, Texas in Xxxxxx County (Segment 1), and two new toll lanes and associated facilities along all or a portion of the 28-mile section of Interstate Highway 35E (one in each direction) with periodic passing lanes (Super 2 configuration) from IH 635 FM 1774 in Dallas Xxxx Mission, Texas to SH 105 near Navasota, Texas in Xxxxxx County to US 380 in Denton County (Segment 2) (the “Project”). In addition, TxDOT wishes to enter into an agreement with the private sector developer toDB Contractor to maintain the Project for an initial specified term and, at TxDOT’s sole option, maintain the Project for specified additional optional terms. C. Pursuant to the Code and the Rules, TxDOT issued a Request for Qualifications (as amended, the “RFQ”) on January 12May 15, 20112015. D. XxXXX TxDOT received five seven qualification statements on March 23July 17, 2012 2015 and subsequently shortlisted four five proposers. E. On July 13August 29, 20122016, TxDOT issued to the shortlisted proposers a Request for Proposals (as subsequently amended by addenda, the “RFP”) to develop, design, construct and, at TxDOT’s sole option, and maintain the Project. F. On [ ], TxDOT received responses to the RFP, including the response of Developer DB Contractor (the “Proposal”). G. An RFP evaluation committee comprised of TxDOT personnel determined that Developer DB Contractor was the proposer which best met the selection criteria contained in the RFP and that the Proposal was the one which provided the best value to the State of Texas. H. On [ ], the Texas Transportation Commission accepted the recommendation of the Executive Director and the RFP evaluation committee and authorized TxDOT staff to negotiate this Agreement. I . I. Concurrently with the execution of this Agreement, TxDOT and Developer DB Contractor are entering into a CMA Capital Maintenance Agreement for Developer DB Contractor to provide, at TxDOT’s sole option, capital maintenance for the Project. J. This Agreement, the other Contract Documents, and the Capital Maintenance Agreement collectively constitute a design-build contract, as contemplated under the Code and the Rules, and are entered into in accordance with the provisions of the RFP. K. The Executive Director of TxDOT has been authorized to enter into this Agreement pursuant to the Code, the Rules and the Texas Transportation Commission Minute Order . L. The Parties intend for this Agreement to be a lump sum design-build agreement obligating DB Contractor to perform all work necessary to obtain completion of the Project by the Completion Deadlines specified herein for the Price, subject only to certain specified limited exceptions. In order to allow TxDOT to budget for and finance the Project and to reduce the risk of cost overruns, this Agreement includes restrictions affecting DB Contractor’s ability to make claims for increases to the Price or extensions of the Completion Deadlines. DB Contractor has agreed in this Agreement to assume such responsibilities and risks and has reflected the assumption of such responsibilities and risks in the Price. M. If DB Contractor fails to complete the Project in accordance with the Completion Deadlines set forth in the Contract Documents, then TxDOT and the members of the public represented by TxDOT will suffer substantial losses and damages. The Contract Documents provide that DB Contractor shall pay TxDOT substantial Liquidated Damages if such completion is delayed. N. The Reference Information Documents include a basic preliminary design for the Project (the “Preliminary Schematic Design”). The DB Contractor may use the Preliminary Schematic Design as the basis for the design to be furnished by DB Contractor, subject to the terms, conditions and limitations of the Contract Documents. DB Contractor will assume full responsibility and liability with respect to design of the Project.

I T A L S. (“Design-Build A. The State of Texas desires to facilitate private sector investment and participation in the development of the State’s transportation system via Development design-build agreements, and to accomplish this purpose the Texas Legislature has enacted Transportation Code, Chapter 223, Subchapter E F (the “Code”), ) and TxDOT has adopted Sections 27.1-27.9 new subchapter I in Chapter 9 of Title 43, Texas Administrative Code Code, relating to design-build contracts (the “Rules”), ) to accomplish that this purpose. B. TxDOT wishes to enter into an agreement with a private sector developer design-build contractor to develop, design and construct tolled managed lanes, general purpose lanes improvements along IH 30 from Sylvan Avenue to west of IH 45 and associated facilities along all or a portion of the 28-mile section of Interstate Highway IH 35E from north of Eighth Street to north of IH 635 30 in Dallas County to US 380 in Denton County County, (the “Project”). In addition, TxDOT wishes to enter into an agreement with the private sector developer design-build contractor to, at TxDOT’s sole option, maintain the Project for specified optional terms. C. Pursuant to the Code and the Rules, TxDOT issued a Request for Qualifications (as amended, the “RFQ”) on January 12December 9, 2011. D. XxXXX TxDOT received five seven qualification statements on March 23February 22, 2012 and subsequently shortlisted four three proposers. E. On July 133, 2012, TxDOT issued to the shortlisted proposers a Request for Proposals (as subsequently amended by addenda, the “RFP”) to develop, design, construct and, at TxDOT’s sole option, maintain the Project. F. On , TxDOT received responses to the RFP, including the response of Developer DB Contractor (the “Proposal”). G. An RFP evaluation committee committee, comprised of TxDOT personnel personnel, determined that Developer DB Contractor was the proposer which best met the selection criteria contained in the RFP and that the Proposal was the one which provided the best value to the State of Texas. H. On , the Texas Transportation Commission accepted the recommendation of the Executive Director and the RFP evaluation committee and authorized TxDOT staff to negotiate this Agreement. I Concurrently with the execution of this Agreement, TxDOT and Developer DB Contractor are entering into a CMA Capital Maintenance Agreement for Developer DB Contractor to provide, at TxDOT’s sole option, capital maintenance for the Project.

I T A L S. A. The State of Texas desires to facilitate private sector investment and participation in the development of the State’s transportation system via Development agreementsdesign-build contracts, and the Texas Legislature has enacted Transportation Code, Chapter 223, Subchapter E F (the “Code”), and TxDOT has adopted Sections 27.1-27.9 subchapter I in Chapter 9 of Title 43, Texas Administrative Code Code, relating to design-build contracts (the “Rules”), to accomplish that purpose. B. TxDOT wishes to enter into an agreement with a private sector developer DB Contractor to develop, design and construct tolled managed lanesimprovements along SH 99 Grand Parkway Segments H, general purpose lanes I-1 and associated facilities along all or a portion of the 28-mile section of Interstate Highway 35E from IH 635 I-2 in Dallas County to US 380 in Denton County Harris, Montgomery, Chambers and Liberty Counties (the “Project”). In addition, TxDOT wishes to enter into an agreement with the private sector developer DB Contractor to, at TxDOT’s sole option, maintain the Project for a specified optional terms. C. Pursuant to the Code and the Rules, TxDOT issued a Request for Qualifications (as amended, the “RFQ”) on January 12July 31, 20112014. D. XxXXX received five four qualification statements on March 23September 30, 2012 2014 and subsequently shortlisted four three proposers. E. On July 13April 30, 20122015, TxDOT issued to the shortlisted proposers a Request for Proposals (as subsequently amended by addenda, the “RFP”) to develop, design, construct and, at TxDOT’s sole option, maintain the Project. F. On October 27, TxDOT 2015, XxXXX received responses to the RFP, including the response of Developer DB Contractor (the “Original Proposal”). G. On August 12, 2016, TxDOT issued to the proposers that submitted Original Proposals a Request for Proposal Revisions as Addendum Number 6 to the RFP (as amended, “Request for Proposal Revisions”). H. On January 24, 2017, XxXXX received Proposal Revisions in response to the Request for Proposal Revisions, including the response of the DB Contractor. I. An RFP evaluation committee comprised of TxDOT personnel determined that Developer DB Contractor was the proposer which best met the selection criteria contained in the RFP and that the Proposal was the one which provided the best value to the State of Texas. H. J. On March 28, 2017, the Texas Transportation Commission accepted the recommendation of the Executive Director and the RFP evaluation committee and authorized TxDOT staff to negotiate this Agreement. I . K. Concurrently with the execution of this Agreement, TxDOT and Developer DB Contractor are entering into a CMA Capital Maintenance Agreement for Developer DB Contractor to provide, at TxDOT’s sole option, capital maintenance for the Project. L. This Agreement, the other Contract Documents, and the Capital Maintenance Agreement collectively constitute a design-build contract, as contemplated under the Code and the Rules, and are entered into in accordance with the provisions of the RFP. M. The Executive Director of TxDOT has been authorized to enter into this Agreement pursuant to the Code, the Rules and the Texas Transportation Commission Minute Order 114879. N. The Parties intend for this Agreement to be a lump sum design-build agreement obligating DB Contractor to perform all work necessary to obtain completion of the Project by the deadlines specified herein for the Price, subject only to certain specified limited exceptions. In order to allow TxDOT to budget for and finance the Project and to reduce the risk of cost overruns, this Agreement includes restrictions affecting DB Contractor’s ability to make claims for increases to the Price or extensions of the Completion Deadlines. DB Contractor has agreed in this Agreement to assume such responsibilities and risks and has reflected the assumption of such responsibilities and risks in the Price. O. If DB Contractor fails to complete the Project in accordance with the Completion Deadlines set forth in the Contract Documents, then TxDOT and the members of the public represented by TxDOT will suffer substantial losses and damages. The Contract Documents provide that DB Contractor shall pay TxDOT substantial Liquidated Damages if such completion is delayed. P. The Reference Information Documents include a basic preliminary design for the Project (the “Concept Plan”). The DB Contractor may use the Concept Plan as the basis for the design to be furnished by DB Contractor, subject to the terms, conditions and limitations of the Contract Documents. DB Contractor will assume full responsibility and liability with respect to design of the Project. Q. It is anticipated that the Agreement will, shortly after the Effective Date and to facilitate the financing for the Project, be assigned by TxDOT to the Grand Parkway Transportation Corporation (“Corporation”), a public transportation corporation created under the Texas Transportation Corporation Act at Transportation Code, Chapter 431.

I T A L S. A. The State of Texas desires to facilitate private sector investment and participation in the development of the State’s transportation system via Development agreementsdesign-build contracts, and the Texas Legislature has enacted Transportation Code, Chapter 223, Subchapter E F (the “Code”), and TxDOT has adopted Sections 27.1-27.9 subchapter I in Chapter 9 of Title 43, Texas Administrative Code Code, relating to design-build contracts (the “Rules”), to accomplish that purpose. B. TxDOT wishes to enter into an agreement with a private sector developer DB Contractor to develop, design and construct tolled managed lanesimprovements along SH 00 Xxxxx Xxxxxxx Segments H, general purpose lanes I-1 and associated facilities along all or a portion of the 28-mile section of Interstate Highway 35E from IH 635 I-2 in Dallas County to US 380 in Denton County Harris, Montgomery, Xxxxxxxx and Liberty Counties (the “Project”). In addition, TxDOT wishes to enter into an agreement with the private sector developer DB Contractor to, at TxDOT’s sole option, maintain the Project for a specified optional terms. C. Pursuant to the Code and the Rules, TxDOT issued a Request for Qualifications (as amended, the “RFQ”) on January 12July 31, 20112014. D. XxXXX TxDOT received five four qualification statements on March 23September 30, 2012 2014 and subsequently shortlisted four three proposers. E. On July 13April 30, 20122015, TxDOT issued to the shortlisted proposers a Request for Proposals (as subsequently amended by addenda, the “RFP”) to develop, design, construct and, at TxDOT’s sole option, maintain the Project. F. On [ ], TxDOT received responses to the RFP, including the response of Developer DB Contractor (the “Proposal”). G. An RFP evaluation committee comprised of TxDOT personnel determined that Developer DB Contractor was the proposer which best met the selection criteria contained in the RFP and that the Proposal was the one which provided the best value to the State of Texas. H. On [ ], the Texas Transportation Commission accepted the recommendation of the Executive Director and the RFP evaluation committee and authorized TxDOT staff to negotiate this Agreement. I . I. Concurrently with the execution of this Agreement, TxDOT and Developer DB Contractor are entering into a CMA Comprehensive Maintenance Agreement for Developer DB Contractor to provide, at TxDOT’s sole option, capital comprehensive maintenance for the Project. J. This Agreement, the other Contract Documents, and the Comprehensive Maintenance Agreement collectively constitute a design-build contract, as contemplated under the Code and the Rules, and are entered into in accordance with the provisions of the RFP. K. The Executive Director of TxDOT has been authorized to enter into this Agreement pursuant to the Code, the Rules and the Texas Transportation Commission Minute Order . L. The Parties intend for this Agreement to be a lump sum design-build agreement obligating DB Contractor to perform all work necessary to obtain completion of the Project by the deadlines specified herein for the Price, subject only to certain specified limited exceptions. In order to allow TxDOT to budget for and finance the Project and to reduce the risk of cost overruns, this Agreement includes restrictions affecting DB Contractor’s ability to make claims for increases to the Price or extensions of the Completion Deadlines. DB Contractor has agreed in this Agreement to assume such responsibilities and risks and has reflected the assumption of such responsibilities and risks in the Price. M. If DB Contractor fails to complete the Project in accordance with the Completion Deadlines set forth in the Contract Documents, then TxDOT and the members of the public represented by TxDOT will suffer substantial losses and damages. The Contract Documents provide that DB Contractor shall pay TxDOT substantial Liquidated Damages if such completion is delayed. N. The Reference Information Documents include a basic preliminary design for the Project (the “Concept Plan”). The DB Contractor may use the Concept Plan as the basis for the design to be furnished by DB Contractor, subject to the terms, conditions and limitations of the Contract Documents. DB Contractor will assume full responsibility and liability with respect to design of the Project. O. It is anticipated that the Agreement will, shortly after the Effective Date and to facilitate the financing for the Project, be assigned by TxDOT to the Grand Parkway Transportation Corporation (“Corporation”), a public transportation corporation created under the Texas Transportation Corporation Act at Transportation Code, Chapter 431.