Common use of Indemnification by Maintenance Contractor Clause in Contracts

Indemnification by Maintenance Contractor. SUBJECT TO Section 15.2, MAINTENANCE CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH OF THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND CLAIMS, CAUSES OF ACTION, SUITS, JUDGMENTS, INVESTIGATIONS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, DEMANDS AND LOSSES, IN EACH CASE IF ASSERTED OR INCURRED BY OR AWARDED TO ANY THIRD PARTY, ARISING OUT OF, RELATING TO OR RESULTING FROM: (A) THE BREACH OR ALLEGED BREACH OF ANY OF THE CMA DOCUMENTS BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (B) THE FAILURE OR ALLEGED FAILURE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH ANY APPLICABLE LAWS OR GOVERNMENTAL APPROVALS. (C) ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR OTHER ALLEGEDLY IMPROPER APPROPRIATION OR USE OF TRADE SECRETS, PATENTS, PROPRIETARY INFORMATION, KNOW-HOW, COPYRIGHT RIGHTS OR INVENTIONS IN PERFORMANCE OF THE MAINTENANCE SERVICES, OR ARISING OUT OF ANY USE IN CONNECTION WITH THE PROJECT OR ANY DEVELOPMENT OF METHODS, PROCESSES, DESIGNS, INFORMATION, OR OTHER ITEMS FURNISHED OR COMMUNICATED TO TXDOT OR ANOTHER INDEMNIFIED PARTY PURSUANT TO THIS CAPITAL MAINTENANCE AGREEMENT; PROVIDED THAT THIS INDEMNITY SHALL NOT APPLY TO ANY INFRINGEMENT RESULTING FROM TXDOT’S FAILURE TO COMPLY WITH SPECIFIC WRITTEN INSTRUCTIONS REGARDING USE PROVIDED TO TXDOT BY MAINTENANCE CONTRACTOR. (D) THE ACTUAL OR ALLEGED CULPABLE ACT, ERROR OMISSION, NEGLIGENCE, BREACH OR MISCONDUCT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY IN OR ASSOCIATED WITH THE PERFORMANCE OF THE MAINTENANCE SERVICES. (E) ANY AND ALL CLAIMS BY ANY GOVERNMENTAL ENTITY CLAIMING TAXES BASED ON GROSS RECEIPTS, PURCHASES OR SALES, THE USE OF ANY PROPERTY OR INCOME OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY WITH RESPECT TO ANY PAYMENT FOR THE MAINTENANCE SERVICES MADE TO OR EARNED BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (F) ANY AND ALL STOP NOTICES AND/OR LIENS FILED IN CONNECTION WITH THE MAINTENANCE SERVICES, PROVIDED THAT TXDOT HAS PAID ALL UNDISPUTED AMOUNTS DUE AND OWING TO MAINTENANCE CONTRACTOR WITH RESPECT TO SUCH MAINTENANCE SERVICES. (G) ANY RELEASE(S) OF HAZARDOUS MATERIALS ATTRIBUTABLE TO THE ACTIONS, OMISSIONS, NEGLIGENCE, INTENTIONAL MISCONDUCT, OR BREACH OF APPLICABLE LAW OR CONTRACT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY; OR THE RELEASE OF ANY HAZARDOUS MATERIALS CAUSED TO BE PRESENT ON THE PROJECT ROW OR ELSEWHERE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY REGARDLESS OF WHETHER THOSE ARE THE PERSONS WHO ACTUALLY CAUSED THE RELEASE AND REGARDLESS OF THE CAUSE FOR THE RELEASE. (H) THE CLAIM OR ASSERTION BY ANY OTHER CONTRACTOR THAT ANY MAINTENANCE CONTRACTOR-RELATED ENTITY INTERFERED WITH OR HINDERED THE PROGRESS OR COMPLETION OF WORK BEING PERFORMED BY SUCH OTHER CONTRACTOR, OR FAILED TO COOPERATE REASONABLY WITH SUCH OTHER CONTRACTOR, SO AS TO CAUSE INCONVENIENCE, DISRUPTION, DELAY OR LOSS, EXCEPT WHERE A MAINTENANCE CONTRACTOR-RELATED ENTITY WAS NOT IN ANY MANNER ENGAGED IN PERFORMANCE OF THE MAINTENANCE SERVICES. (I) ERRORS, OMISSIONS, INCONSISTENCIES OR OTHER DEFECTS IN THE PROJECT DESIGN OR CONSTRUCTION, REGARDLESS OF WHETHER SUCH ERRORS, OMISSIONS, INCONSISTENCIES OR DEFECTS WERE ALSO INCLUDED IN THE SCHEMATIC DESIGN OR REFERENCE INFORMATION DOCUMENTS. (J) (i) ANY MAINTENANCE CONTRACTOR-RELATED ENTITY’S BREACH OF OR FAILURE TO PERFORM AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER LAW OR UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE TXDOT HAS DELEGATED PERFORMANCE OF THE OBLIGATION TO MAINTENANCE CONTRACTOR OR (ii) THE ACTS OR OMISSIONS OF ANY MAINTENANCE CONTRACTOR- RELATED ENTITY WHICH RENDER TXDOT UNABLE TO PERFORM OR ABIDE BY AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE THE AGREEMENT IS PREVIOUSLY DISCLOSED OR KNOWN TO MAINTENANCE CONTRACTOR.

Indemnification by Maintenance Contractor. SUBJECT TO Section 15.2SECTION 16.2, MAINTENANCE CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH OF THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND CLAIMS, CAUSES OF ACTION, SUITS, JUDGMENTS, INVESTIGATIONS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, DEMANDS AND LOSSES, IN EACH CASE IF ASSERTED OR INCURRED BY OR AWARDED TO ANY THIRD PARTY, ARISING OUT OF, RELATING TO OR RESULTING FROM: (A) THE BREACH OR ALLEGED BREACH OF ANY OF THE CMA DOCUMENTS BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (B) THE FAILURE OR ALLEGED FAILURE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH ANY APPLICABLE LAWS OR GOVERNMENTAL APPROVALS. (C) ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR OTHER ALLEGEDLY IMPROPER APPROPRIATION OR USE OF TRADE SECRETS, PATENTS, PROPRIETARY INFORMATION, KNOW-HOW, COPYRIGHT RIGHTS OR INVENTIONS IN PERFORMANCE OF THE MAINTENANCE SERVICES, OR ARISING OUT OF ANY USE IN CONNECTION WITH THE PROJECT OR ANY DEVELOPMENT OF METHODS, PROCESSES, DESIGNS, INFORMATION, OR OTHER ITEMS FURNISHED OR COMMUNICATED TO TXDOT OR ANOTHER INDEMNIFIED PARTY PURSUANT TO THIS CAPITAL MAINTENANCE AGREEMENT; PROVIDED THAT THIS INDEMNITY SHALL NOT APPLY TO ANY INFRINGEMENT RESULTING FROM TXDOT’S FAILURE TO COMPLY WITH SPECIFIC WRITTEN INSTRUCTIONS REGARDING USE PROVIDED TO TXDOT BY MAINTENANCE CONTRACTOR. (D) THE ACTUAL OR ALLEGED CULPABLE ACT, ERROR OMISSION, NEGLIGENCE, BREACH OR MISCONDUCT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY IN OR ASSOCIATED WITH THE PERFORMANCE OF THE MAINTENANCE SERVICES. (E) ANY AND ALL CLAIMS BY ANY GOVERNMENTAL ENTITY CLAIMING TAXES BASED ON GROSS RECEIPTS, PURCHASES OR SALES, THE USE OF ANY PROPERTY OR INCOME OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY WITH RESPECT TO ANY PAYMENT FOR THE MAINTENANCE SERVICES MADE TO OR EARNED BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (F) ANY AND ALL STOP NOTICES AND/OR LIENS FILED IN CONNECTION WITH THE MAINTENANCE SERVICES, PROVIDED THAT TXDOT HAS PAID ALL UNDISPUTED AMOUNTS DUE AND OWING TO MAINTENANCE CONTRACTOR WITH RESPECT TO SUCH MAINTENANCE SERVICES. (G) ANY RELEASE(S) OF HAZARDOUS MATERIALS ATTRIBUTABLE TO THE ACTIONS, OMISSIONS, NEGLIGENCE, INTENTIONAL MISCONDUCT, OR BREACH OF APPLICABLE LAW OR CONTRACT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY; OR THE RELEASE OF ANY HAZARDOUS MATERIALS CAUSED TO BE PRESENT ON THE PROJECT ROW OR ELSEWHERE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY REGARDLESS OF WHETHER THOSE ARE THE PERSONS WHO ACTUALLY CAUSED THE RELEASE AND REGARDLESS OF THE CAUSE FOR THE RELEASE. (H) THE CLAIM OR ASSERTION BY ANY OTHER CONTRACTOR THAT ANY MAINTENANCE CONTRACTOR-RELATED ENTITY INTERFERED WITH OR HINDERED THE PROGRESS OR COMPLETION OF WORK BEING PERFORMED BY SUCH OTHER CONTRACTOR, OR FAILED TO COOPERATE REASONABLY WITH SUCH OTHER CONTRACTOR, SO AS TO CAUSE INCONVENIENCE, DISRUPTION, DELAY OR LOSS, EXCEPT WHERE A MAINTENANCE CONTRACTOR-RELATED ENTITY WAS NOT IN ANY MANNER ENGAGED IN PERFORMANCE OF THE MAINTENANCE SERVICES. (I) ERRORS, OMISSIONS, INCONSISTENCIES OR OTHER DEFECTS IN THE PROJECT DESIGN OR CONSTRUCTION, REGARDLESS OF WHETHER SUCH ERRORS, OMISSIONS, INCONSISTENCIES OR DEFECTS WERE ALSO INCLUDED IN THE SCHEMATIC DESIGN OR REFERENCE INFORMATION DOCUMENTS. (J) (i) ANY MAINTENANCE CONTRACTOR-RELATED ENTITY’S BREACH OF OR FAILURE TO PERFORM AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER LAW OR UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE TXDOT HAS DELEGATED PERFORMANCE OF THE OBLIGATION TO MAINTENANCE CONTRACTOR OR (ii) THE ACTS OR OMISSIONS OF ANY MAINTENANCE CONTRACTOR- CONTRACTOR-RELATED ENTITY WHICH RENDER TXDOT UNABLE TO PERFORM OR ABIDE BY AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE THE AGREEMENT IS PREVIOUSLY DISCLOSED OR KNOWN TO MAINTENANCE CONTRACTOR.

Indemnification by Maintenance Contractor. 15.1.1 SUBJECT TO Section SECTION 15.2, MAINTENANCE CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH OF THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND CLAIMS, CAUSES OF ACTION, SUITS, JUDGMENTS, INVESTIGATIONS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, DEMANDS AND LOSSES, IN EACH CASE IF ASSERTED OR INCURRED BY OR AWARDED TO ANY THIRD PARTY, ARISING OUT OF, RELATING TO OR RESULTING FROM: (A) THE BREACH OR ALLEGED BREACH OF ANY OF THE CMA COMA DOCUMENTS BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (B) THE FAILURE OR ALLEGED FAILURE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH ANY APPLICABLE LAWS OR GOVERNMENTAL APPROVALS. (C) ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR OTHER ALLEGEDLY IMPROPER APPROPRIATION OR USE OF TRADE SECRETS, PATENTS, PROPRIETARY INFORMATION, KNOW-HOW, COPYRIGHT RIGHTS OR INVENTIONS IN PERFORMANCE OF THE MAINTENANCE SERVICES, OR ARISING OUT OF ANY USE IN CONNECTION WITH THE PROJECT OR ANY DEVELOPMENT OF METHODS, PROCESSES, DESIGNS, INFORMATION, OR OTHER ITEMS FURNISHED OR COMMUNICATED TO TXDOT OR ANOTHER INDEMNIFIED PARTY PURSUANT TO THIS CAPITAL COMPREHENSIVE MAINTENANCE AGREEMENT; PROVIDED THAT THIS INDEMNITY SHALL NOT APPLY TO ANY INFRINGEMENT RESULTING FROM TXDOT’S FAILURE TO COMPLY WITH SPECIFIC WRITTEN INSTRUCTIONS REGARDING USE PROVIDED TO TXDOT BY MAINTENANCE CONTRACTOR. (D) THE ACTUAL OR ALLEGED CULPABLE ACT, ERROR OMISSION, NEGLIGENCE, BREACH OR MISCONDUCT BY ANY MAINTENANCE CONTRACTOR-CONTRACTOR- RELATED ENTITY IN OR ASSOCIATED WITH THE PERFORMANCE OF THE MAINTENANCE SERVICES. (E) ANY AND ALL CLAIMS BY ANY GOVERNMENTAL ENTITY CLAIMING TAXES BASED ON GROSS RECEIPTS, PURCHASES OR SALES, THE USE OF ANY PROPERTY OR INCOME OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY WITH RESPECT TO ANY PAYMENT FOR THE MAINTENANCE SERVICES MADE TO OR EARNED BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (F) ANY AND ALL STOP NOTICES AND/OR LIENS FILED IN CONNECTION WITH THE MAINTENANCE SERVICES, PROVIDED THAT TXDOT HAS PAID ALL UNDISPUTED AMOUNTS DUE AND OWING TO MAINTENANCE CONTRACTOR WITH RESPECT TO SUCH MAINTENANCE SERVICES. (G) ANY MAINTENANCE CONTRACTOR RELEASE(S) OF HAZARDOUS MATERIALS ATTRIBUTABLE TO THE ACTIONS, OMISSIONS, NEGLIGENCE, INTENTIONAL MISCONDUCT, OR BREACH OF APPLICABLE LAW OR CONTRACT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY; OR THE RELEASE OF ANY HAZARDOUS MATERIALS CAUSED TO BE PRESENT ON THE PROJECT ROW OR ELSEWHERE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY REGARDLESS OF WHETHER THOSE ARE THE PERSONS WHO ACTUALLY CAUSED THE RELEASE AND REGARDLESS OF THE CAUSE FOR THE RELEASEMATERIALS. (H) THE CLAIM OR ASSERTION BY ANY OTHER CONTRACTOR THAT ANY MAINTENANCE CONTRACTOR-RELATED ENTITY INTERFERED WITH OR HINDERED THE PROGRESS OR COMPLETION OF WORK BEING PERFORMED BY SUCH OTHER CONTRACTOR, OR FAILED TO COOPERATE REASONABLY WITH SUCH OTHER CONTRACTOR, SO AS TO CAUSE INCONVENIENCE, DISRUPTION, DELAY OR LOSS, EXCEPT WHERE A MAINTENANCE CONTRACTOR-RELATED ENTITY WAS NOT IN ANY MANNER ENGAGED IN PERFORMANCE OF THE MAINTENANCE SERVICES. (I) ERRORS, OMISSIONS, INCONSISTENCIES OR OTHER DEFECTS IN THE PROJECT DESIGN DESIGN, CONSTRUCTION OR CONSTRUCTIONMAINTENANCE PERFORMED UNDER THE COMA DOCUMENTS, REGARDLESS OF WHETHER SUCH ERRORS, OMISSIONS, INCONSISTENCIES OR DEFECTS WERE ALSO INCLUDED IN THE BASE SCOPE SCHEMATIC DESIGN OR REFERENCE INFORMATION DOCUMENTS. . (J) (i) ANY MAINTENANCE CONTRACTOR-RELATED ENTITY’S BREACH OF OR FAILURE TO PERFORM AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER LAW OR UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE TXDOT HAS DELEGATED PERFORMANCE OF THE OBLIGATION TO MAINTENANCE CONTRACTOR OR (ii) THE ACTS OR OMISSIONS OF ANY MAINTENANCE CONTRACTOR- CONTRACTOR-RELATED ENTITY WHICH RENDER TXDOT UNABLE TO PERFORM OR ABIDE BY AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE THE AGREEMENT IS PREVIOUSLY DISCLOSED OR KNOWN TO MAINTENANCE CONTRACTOR. (K) INVERSE CONDEMNATION, TRESPASS, NUISANCE OR SIMILAR TAKING OF OR HARM TO REAL PROPERTY BY REASON OF: (i) THE FAILURE OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH GOOD INDUSTRY PRACTICES, REQUIREMENTS OF THE COMA DOCUMENTS, MAINTENANCE MANAGEMENT PLAN OR GOVERNMENTAL APPROVALS RESPECTING CONTROL AND MITIGATION OF CONSTRUCTION OR MAINTENANCE ACTIVITIES AND CONSTRUCTION OR MAINTENANCE IMPACTS, (ii) THE INTENTIONAL MISCONDUCT OR NEGLIGENCE OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY, OR (iii) THE ACTUAL PHYSICAL ENTRY ONTO OR ENCROACHMENT UPON ANOTHER’S PROPERTY BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (L) THE FRAUD, BAD FAITH, ARBITRARY OR CAPRICIOUS ACTS, OR VIOLATION OF LAW BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY IN OR ASSOCIATED WITH PERFORMANCE OF THE MAINTENANCE SERVICES.

Indemnification by Maintenance Contractor. 15.1.1 SUBJECT TO Section SECTION 15.2, MAINTENANCE CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH OF THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND CLAIMS, CAUSES OF ACTION, SUITS, JUDGMENTS, INVESTIGATIONS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, DEMANDS AND LOSSES, IN EACH CASE IF ASSERTED OR INCURRED BY OR AWARDED TO ANY THIRD PARTY, ARISING OUT OF, RELATING TO OR RESULTING FROM: (A) THE BREACH OR ALLEGED BREACH OF ANY OF THE CMA COMA DOCUMENTS BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (B) THE FAILURE OR ALLEGED FAILURE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH ANY APPLICABLE LAWS OR GOVERNMENTAL APPROVALS. (C) ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR OTHER ALLEGEDLY IMPROPER APPROPRIATION OR USE OF TRADE SECRETS, PATENTS, PROPRIETARY INFORMATION, KNOW-HOW, COPYRIGHT RIGHTS OR INVENTIONS IN PERFORMANCE OF THE MAINTENANCE SERVICES, OR ARISING OUT OF ANY USE IN CONNECTION WITH THE PROJECT OR ANY DEVELOPMENT OF METHODS, PROCESSES, DESIGNS, INFORMATION, OR OTHER ITEMS FURNISHED OR COMMUNICATED TO TXDOT OR ANOTHER INDEMNIFIED PARTY PURSUANT TO THIS CAPITAL COMPREHENSIVE MAINTENANCE AGREEMENT; PROVIDED THAT THIS INDEMNITY SHALL NOT APPLY TO ANY INFRINGEMENT RESULTING FROM TXDOT’S FAILURE TO COMPLY WITH SPECIFIC WRITTEN INSTRUCTIONS REGARDING USE PROVIDED TO TXDOT BY MAINTENANCE CONTRACTOR. (D) THE ACTUAL OR ALLEGED CULPABLE ACT, ERROR OMISSION, NEGLIGENCE, BREACH OR MISCONDUCT BY ANY MAINTENANCE CONTRACTOR-CONTRACTOR- RELATED ENTITY IN OR ASSOCIATED WITH THE PERFORMANCE OF THE MAINTENANCE SERVICES. (E) ANY AND ALL CLAIMS BY ANY GOVERNMENTAL ENTITY CLAIMING TAXES BASED ON GROSS RECEIPTS, PURCHASES OR SALES, THE USE OF ANY PROPERTY OR INCOME OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY WITH RESPECT TO ANY PAYMENT FOR THE MAINTENANCE SERVICES MADE TO OR EARNED BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (F) ANY AND ALL STOP NOTICES AND/OR LIENS FILED IN CONNECTION WITH THE MAINTENANCE SERVICES, PROVIDED THAT TXDOT HAS PAID ALL UNDISPUTED AMOUNTS DUE AND OWING TO MAINTENANCE CONTRACTOR WITH RESPECT TO SUCH MAINTENANCE SERVICES. (G) ANY RELEASE(S) OF HAZARDOUS MATERIALS ATTRIBUTABLE TO THE ACTIONS, OMISSIONS, NEGLIGENCE, INTENTIONAL MISCONDUCT, OR BREACH OF APPLICABLE LAW OR CONTRACT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY; OR THE RELEASE OF ANY HAZARDOUS MATERIALS CAUSED TO BE PRESENT ON THE PROJECT ROW OR ELSEWHERE BY ANY MAINTENANCE CONTRACTOR-CONTRACTOR- RELATED ENTITY REGARDLESS OF WHETHER THOSE ARE THE PERSONS WHO ACTUALLY CAUSED THE RELEASE AND REGARDLESS OF THE CAUSE FOR THE RELEASE. (H) THE CLAIM OR ASSERTION BY ANY OTHER CONTRACTOR THAT ANY MAINTENANCE CONTRACTOR-RELATED ENTITY INTERFERED WITH OR HINDERED THE PROGRESS OR COMPLETION OF WORK BEING PERFORMED BY SUCH OTHER CONTRACTOR, OR FAILED TO COOPERATE REASONABLY WITH SUCH OTHER CONTRACTOR, SO AS TO CAUSE INCONVENIENCE, DISRUPTION, DELAY OR LOSS, EXCEPT WHERE A MAINTENANCE CONTRACTOR-RELATED ENTITY WAS NOT IN ANY MANNER ENGAGED IN PERFORMANCE OF THE MAINTENANCE SERVICES. (I) ERRORS, OMISSIONS, INCONSISTENCIES OR OTHER DEFECTS IN THE PROJECT DESIGN DESIGN, CONSTRUCTION OR CONSTRUCTIONMAINTENANCE, REGARDLESS OF WHETHER SUCH ERRORS, OMISSIONS, INCONSISTENCIES OR DEFECTS WERE ALSO INCLUDED IN THE SCHEMATIC DESIGN OR REFERENCE INFORMATION DOCUMENTS. (J) (i) ANY MAINTENANCE CONTRACTOR-RELATED ENTITY’S BREACH OF OR FAILURE TO PERFORM AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER LAW OR UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE TXDOT HAS DELEGATED PERFORMANCE OF THE OBLIGATION TO MAINTENANCE CONTRACTOR OR (ii) THE ACTS OR OMISSIONS OF ANY MAINTENANCE CONTRACTOR- CONTRACTOR-RELATED ENTITY WHICH RENDER TXDOT UNABLE TO PERFORM OR ABIDE BY AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE THE AGREEMENT IS PREVIOUSLY DISCLOSED OR KNOWN TO MAINTENANCE CONTRACTOR.

Indemnification by Maintenance Contractor. 15.1.1 SUBJECT TO Section SECTION 15.2, MAINTENANCE CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH OF THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, SUITS, JUDGMENTS, INVESTIGATIONS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, DEMANDS AND LOSSES, IN EACH CASE IF ASSERTED OR INCURRED BY OR AWARDED TO ANY THIRD PARTY, ARISING OUT OF, RELATING TO OR RESULTING FROM: (A) THE BREACH OR ALLEGED BREACH OF ANY OF THE CMA COMA DOCUMENTS BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (B) THE FAILURE OR ALLEGED FAILURE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH ANY APPLICABLE LAWS OR GOVERNMENTAL APPROVALS. (C) ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR OTHER ALLEGEDLY IMPROPER APPROPRIATION OR USE OF TRADE SECRETS, PATENTS, PROPRIETARY INFORMATION, KNOW-HOW, COPYRIGHT RIGHTS OR INVENTIONS IN PERFORMANCE OF THE MAINTENANCE SERVICES, OR ARISING OUT OF ANY USE IN CONNECTION WITH THE PROJECT OR ANY DEVELOPMENT OF METHODS, PROCESSES, DESIGNS, INFORMATION, OR OTHER ITEMS FURNISHED OR COMMUNICATED TO TXDOT OR ANOTHER INDEMNIFIED PARTY PURSUANT TO THIS CAPITAL COMPREHENSIVE MAINTENANCE AGREEMENT; PROVIDED THAT THIS INDEMNITY SHALL NOT APPLY TO ANY INFRINGEMENT RESULTING FROM TXDOT’S FAILURE TO COMPLY WITH SPECIFIC WRITTEN INSTRUCTIONS REGARDING USE PROVIDED TO TXDOT BY MAINTENANCE CONTRACTOR. (D) THE ACTUAL OR ALLEGED CULPABLE ACT, ERROR OMISSION, NEGLIGENCE, BREACH OR MISCONDUCT BY ANY MAINTENANCE CONTRACTOR-CONTRACTOR- RELATED ENTITY IN OR ASSOCIATED WITH THE PERFORMANCE OF THE MAINTENANCE SERVICES. (E) ANY AND ALL CLAIMS BY ANY GOVERNMENTAL ENTITY CLAIMING TAXES BASED ON GROSS RECEIPTS, PURCHASES OR SALES, THE USE OF ANY PROPERTY OR INCOME OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY WITH RESPECT TO ANY PAYMENT FOR THE MAINTENANCE SERVICES MADE TO OR EARNED BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (F) ANY AND ALL STOP NOTICES AND/OR LIENS FILED IN CONNECTION WITH THE MAINTENANCE SERVICES, PROVIDED THAT TXDOT HAS PAID ALL UNDISPUTED AMOUNTS DUE AND OWING TO MAINTENANCE CONTRACTOR WITH RESPECT TO SUCH MAINTENANCE SERVICES. (G) ANY MAINTENANCE CONTRACTOR RELEASE(S) OF HAZARDOUS MATERIALS ATTRIBUTABLE TO THE ACTIONS, OMISSIONS, NEGLIGENCE, INTENTIONAL MISCONDUCT, OR BREACH OF APPLICABLE LAW OR CONTRACT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY; OR THE RELEASE OF ANY HAZARDOUS MATERIALS CAUSED TO BE PRESENT ON THE PROJECT ROW OR ELSEWHERE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY REGARDLESS OF WHETHER THOSE ARE THE PERSONS WHO ACTUALLY CAUSED THE RELEASE AND REGARDLESS OF THE CAUSE FOR THE RELEASEMATERIALS. (H) THE CLAIM OR ASSERTION BY ANY OTHER CONTRACTOR THAT ANY MAINTENANCE CONTRACTOR-RELATED ENTITY INTERFERED WITH OR HINDERED THE PROGRESS OR COMPLETION OF WORK BEING PERFORMED BY SUCH OTHER CONTRACTOR, OR FAILED TO COOPERATE REASONABLY WITH SUCH OTHER CONTRACTOR, SO AS TO CAUSE INCONVENIENCE, DISRUPTION, DELAY OR LOSS, EXCEPT WHERE A MAINTENANCE CONTRACTOR-RELATED ENTITY WAS NOT IN ANY MANNER ENGAGED IN PERFORMANCE OF THE MAINTENANCE SERVICES. (I) ERRORS, OMISSIONS, INCONSISTENCIES OR OTHER DEFECTS IN THE PROJECT DESIGN OR CONSTRUCTION, REGARDLESS OF WHETHER SUCH ERRORS, OMISSIONS, INCONSISTENCIES OR DEFECTS WERE ALSO INCLUDED IN THE SCHEMATIC DESIGN OR REFERENCE INFORMATION DOCUMENTS. (J) (i) ANY MAINTENANCE CONTRACTOR-RELATED ENTITY’S BREACH OF OR FAILURE TO PERFORM AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER LAW OR UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE TXDOT HAS DELEGATED PERFORMANCE OF THE OBLIGATION TO MAINTENANCE CONTRACTOR OR (ii) THE ACTS OR OMISSIONS OF ANY MAINTENANCE CONTRACTOR- RELATED ENTITY WHICH RENDER TXDOT UNABLE TO PERFORM OR ABIDE BY AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE THE AGREEMENT IS PREVIOUSLY DISCLOSED OR KNOWN TO MAINTENANCE CONTRACTOR.OTHER

Indemnification by Maintenance Contractor. 15.1.1 SUBJECT TO Section SECTION 15.2, MAINTENANCE CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH OF THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, SUITS, JUDGMENTS, INVESTIGATIONS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, DEMANDS AND LOSSES, IN EACH CASE IF ASSERTED OR INCURRED BY OR AWARDED TO ANY THIRD PARTY, ARISING OUT OF, RELATING TO OR RESULTING FROM: (A) THE BREACH OR ALLEGED BREACH OF ANY OF THE CMA COMA DOCUMENTS BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (B) THE FAILURE OR ALLEGED FAILURE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH ANY APPLICABLE LAWS OR GOVERNMENTAL APPROVALS. (C) ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR OTHER ALLEGEDLY IMPROPER APPROPRIATION OR USE OF TRADE SECRETS, PATENTS, PROPRIETARY INFORMATION, KNOW-HOW, COPYRIGHT RIGHTS OR INVENTIONS IN PERFORMANCE OF THE MAINTENANCE SERVICES, OR ARISING OUT OF ANY USE IN CONNECTION WITH THE PROJECT OR ANY DEVELOPMENT OF METHODS, PROCESSES, DESIGNS, INFORMATION, OR OTHER ITEMS FURNISHED OR COMMUNICATED TO TXDOT OR ANOTHER INDEMNIFIED PARTY PURSUANT TO THIS CAPITAL COMPREHENSIVE MAINTENANCE AGREEMENT; PROVIDED THAT THIS INDEMNITY SHALL NOT APPLY TO ANY INFRINGEMENT RESULTING FROM TXDOT’S FAILURE TO COMPLY WITH SPECIFIC WRITTEN INSTRUCTIONS REGARDING USE PROVIDED TO TXDOT BY MAINTENANCE CONTRACTOR. (D) THE ACTUAL OR ALLEGED CULPABLE ACT, ERROR OMISSION, NEGLIGENCE, BREACH OR MISCONDUCT BY ANY MAINTENANCE CONTRACTOR-CONTRACTOR- RELATED ENTITY IN OR ASSOCIATED WITH THE PERFORMANCE OF THE MAINTENANCE SERVICES. (E) ANY AND ALL CLAIMS BY ANY GOVERNMENTAL ENTITY CLAIMING TAXES BASED ON GROSS RECEIPTS, PURCHASES OR SALES, THE USE OF ANY PROPERTY OR INCOME OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY WITH RESPECT TO ANY PAYMENT FOR THE MAINTENANCE SERVICES MADE TO OR EARNED BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (F) ANY AND ALL STOP NOTICES AND/OR LIENS FILED IN CONNECTION WITH THE MAINTENANCE SERVICES, PROVIDED THAT TXDOT HAS PAID ALL UNDISPUTED AMOUNTS DUE AND OWING TO MAINTENANCE CONTRACTOR WITH RESPECT TO SUCH MAINTENANCE SERVICES. (G) ANY MAINTENANCE CONTRACTOR RELEASE(S) OF HAZARDOUS MATERIALS ATTRIBUTABLE TO THE ACTIONS, OMISSIONS, NEGLIGENCE, INTENTIONAL MISCONDUCT, OR BREACH OF APPLICABLE LAW OR CONTRACT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY; OR THE RELEASE OF ANY HAZARDOUS MATERIALS CAUSED TO BE PRESENT ON THE PROJECT ROW OR ELSEWHERE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY REGARDLESS OF WHETHER THOSE ARE THE PERSONS WHO ACTUALLY CAUSED THE RELEASE AND REGARDLESS OF THE CAUSE FOR THE RELEASEMATERIALS. (H) THE CLAIM OR ASSERTION BY ANY OTHER CONTRACTOR THAT ANY MAINTENANCE CONTRACTOR-RELATED ENTITY INTERFERED WITH OR HINDERED THE PROGRESS OR COMPLETION OF WORK BEING PERFORMED BY SUCH OTHER CONTRACTOR, OR FAILED TO COOPERATE REASONABLY WITH SUCH OTHER CONTRACTOR, SO AS TO CAUSE INCONVENIENCE, DISRUPTION, DELAY OR LOSS, EXCEPT WHERE A MAINTENANCE CONTRACTOR-RELATED ENTITY WAS NOT IN ANY MANNER ENGAGED IN PERFORMANCE OF THE MAINTENANCE SERVICES. (I) ERRORS, OMISSIONS, INCONSISTENCIES OR OTHER DEFECTS IN THE PROJECT DESIGN DESIGN, CONSTRUCTION OR CONSTRUCTIONMAINTENANCE PERFORMED UNDER THE COMA DOCUMENTS, REGARDLESS OF WHETHER SUCH ERRORS, OMISSIONS, INCONSISTENCIES OR DEFECTS WERE ALSO INCLUDED IN THE BASE SCOPE SCHEMATIC DESIGN OR REFERENCE INFORMATION DOCUMENTS. . (J) (i) ANY MAINTENANCE CONTRACTOR-RELATED ENTITY’S BREACH OF OR FAILURE TO PERFORM AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER LAW OR UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE TXDOT HAS DELEGATED PERFORMANCE OF THE OBLIGATION TO MAINTENANCE CONTRACTOR OR (ii) THE ACTS OR OMISSIONS OF ANY MAINTENANCE CONTRACTOR- CONTRACTOR-RELATED ENTITY WHICH RENDER TXDOT UNABLE TO PERFORM OR ABIDE BY AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE THE AGREEMENT IS PREVIOUSLY DISCLOSED OR KNOWN TO MAINTENANCE CONTRACTOR. (K) INVERSE CONDEMNATION, TRESPASS, NUISANCE OR SIMILAR TAKING OF OR HARM TO REAL PROPERTY BY REASON OF: (i) THE FAILURE OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH GOOD INDUSTRY PRACTICES, REQUIREMENTS OF THE COMA DOCUMENTS, MAINTENANCE MANAGEMENT PLAN OR GOVERNMENTAL APPROVALS RESPECTING CONTROL AND MITIGATION OF CONSTRUCTION OR MAINTENANCE ACTIVITIES AND CONSTRUCTION OR MAINTENANCE IMPACTS, (ii) THE INTENTIONAL MISCONDUCT OR NEGLIGENCE OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY, OR (iii) THE ACTUAL PHYSICAL ENTRY ONTO OR ENCROACHMENT UPON ANOTHER’S PROPERTY BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (L) THE FRAUD, BAD FAITH, ARBITRARY OR CAPRICIOUS ACTS, OR VIOLATION OF LAW BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY IN OR ASSOCIATED WITH PERFORMANCE OF THE MAINTENANCE SERVICES.

Indemnification by Maintenance Contractor. SUBJECT TO Section 15.2, MAINTENANCE CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH OF THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND CLAIMS, CAUSES OF ACTION, SUITS, JUDGMENTS, INVESTIGATIONS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, DEMANDS AND LOSSES, IN EACH CASE IF ASSERTED OR INCURRED BY OR AWARDED TO ANY THIRD PARTY, ARISING OUT OF, RELATING TO OR RESULTING FROM: (Aa) THE BREACH OR ALLEGED BREACH OF ANY OF THE CMA DOCUMENTS BY ANY MAINTENANCE CONTRACTOR-CONTRACTOR- RELATED ENTITY. (Bb) THE FAILURE OR ALLEGED FAILURE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH ANY APPLICABLE LAWS OR GOVERNMENTAL APPROVALS. (Cc) ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR OTHER ALLEGEDLY IMPROPER APPROPRIATION OR USE OF TRADE SECRETS, PATENTS, PROPRIETARY INFORMATION, KNOW-HOW, COPYRIGHT RIGHTS OR INVENTIONS IN PERFORMANCE OF THE MAINTENANCE SERVICES, OR ARISING OUT OF ANY USE IN CONNECTION WITH THE PROJECT OR ANY DEVELOPMENT OF METHODS, PROCESSES, DESIGNS, INFORMATION, OR OTHER ITEMS FURNISHED OR COMMUNICATED TO TXDOT OR ANOTHER INDEMNIFIED PARTY PURSUANT TO THIS CAPITAL MAINTENANCE AGREEMENTCMA; PROVIDED THAT THIS INDEMNITY SHALL NOT APPLY TO ANY INFRINGEMENT RESULTING FROM TXDOT’S FAILURE TO COMPLY WITH SPECIFIC WRITTEN INSTRUCTIONS REGARDING USE PROVIDED TO TXDOT BY MAINTENANCE CONTRACTOR. (Dd) THE ACTUAL OR ALLEGED CULPABLE ACT, ERROR OMISSION, NEGLIGENCE, BREACH OR MISCONDUCT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY IN OR ASSOCIATED WITH THE PERFORMANCE OF THE MAINTENANCE SERVICES. (Ee) ANY AND ALL CLAIMS BY ANY GOVERNMENTAL ENTITY CLAIMING TAXES BASED ON GROSS RECEIPTS, PURCHASES OR SALES, THE USE OF ANY PROPERTY OR INCOME OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY WITH RESPECT TO ANY PAYMENT FOR THE MAINTENANCE SERVICES MADE TO OR EARNED BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (Ff) ANY AND ALL STOP NOTICES AND/OR LIENS FILED IN CONNECTION WITH THE MAINTENANCE SERVICES, PROVIDED THAT TXDOT HAS PAID ALL UNDISPUTED AMOUNTS DUE AND OWING TO MAINTENANCE CONTRACTOR WITH RESPECT TO SUCH MAINTENANCE SERVICES. (Gg) ANY RELEASE(S) OF HAZARDOUS MATERIALS ATTRIBUTABLE TO THE ACTIONS, OMISSIONS, NEGLIGENCE, INTENTIONAL MISCONDUCT, OR BREACH OF APPLICABLE LAW OR CONTRACT BY ANY MAINTENANCE CONTRACTOR-CONTRACTOR- RELATED ENTITY; OR THE RELEASE OF ANY HAZARDOUS MATERIALS CAUSED TO BE PRESENT ON THE PROJECT ROW OR ELSEWHERE BY ANY MAINTENANCE CONTRACTOR-CONTRACTOR- RELATED ENTITY REGARDLESS OF WHETHER THOSE ARE THE PERSONS WHO ACTUALLY CAUSED THE RELEASE AND REGARDLESS OF THE CAUSE FOR THE RELEASE. (Hh) THE CLAIM OR ASSERTION BY ANY OTHER CONTRACTOR THAT ANY MAINTENANCE CONTRACTOR-RELATED ENTITY INTERFERED WITH OR HINDERED THE PROGRESS OR COMPLETION OF WORK BEING PERFORMED BY SUCH OTHER CONTRACTOR, OR FAILED TO COOPERATE REASONABLY WITH SUCH OTHER CONTRACTOR, SO AS TO CAUSE INCONVENIENCE, DISRUPTION, DELAY OR LOSS, EXCEPT WHERE A MAINTENANCE CONTRACTOR-RELATED ENTITY WAS NOT IN ANY MANNER ENGAGED IN PERFORMANCE OF THE MAINTENANCE SERVICES. (Ii) ERRORS, OMISSIONS, INCONSISTENCIES OR OTHER DEFECTS IN THE PROJECT DESIGN OR CONSTRUCTION, REGARDLESS OF WHETHER SUCH ERRORS, OMISSIONS, INCONSISTENCIES OR DEFECTS WERE ALSO INCLUDED IN THE DRAFT INTERIM SCHEMATIC DESIGN OR REFERENCE INFORMATION DOCUMENTS. . (J) (ij) ANY MAINTENANCE CONTRACTOR-RELATED ENTITY’S BREACH OF OR FAILURE TO PERFORM AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER LAW OR UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE TXDOT HAS DELEGATED PERFORMANCE OF THE OBLIGATION TO MAINTENANCE CONTRACTOR OR (ii) THE ACTS OR OMISSIONS OF ANY MAINTENANCE CONTRACTOR- RELATED ENTITY WHICH RENDER TXDOT UNABLE TO PERFORM OR ABIDE BY AN OBLIGATION THAT TXDOT OWES TO A THIRD PERSON, INCLUDING GOVERNMENTAL ENTITIES, UNDER ANY AGREEMENT BETWEEN TXDOT AND A THIRD PERSON, WHERE THE AGREEMENT IS PREVIOUSLY DISCLOSED OR KNOWN TO MAINTENANCE CONTRACTOR. (k) INVERSE CONDEMNATION, TRESPASS, NUISANCE OR SIMILAR TAKING OF OR HARM TO REAL PROPERTY BY REASON OF: (i) THE FAILURE OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH GOOD INDUSTRY PRACTICES, REQUIREMENTS OF THE CMA DOCUMENTS, MAINTENANCE MANAGEMENT PLAN OR GOVERNMENTAL APPROVALS RESPECTING CONTROL AND MITIGATION OF CONSTRUCTION ACTIVITIES AND CONSTRUCTION IMPACTS, (ii) THE INTENTIONAL MISCONDUCT OR NEGLIGENCE OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY, OR (iii) THE ACTUAL PHYSICAL ENTRY ONTO OR ENCROACHMENT UPON ANOTHER’S PROPERTY BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. (l) THE FRAUD, BAD FAITH, ARBITRARY OR CAPRICIOUS ACTS, OR VIOLATION OF LAW BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY IN OR ASSOCIATED WITH THE PERFORMANCE WORK.