Common use of Issuance of Directive Letter Clause in Contracts

Issuance of Directive Letter. 4.5.2.1 TxDOT may at any time issue a Directive Letter to DB Contractor (a) in the event of any desired change in the Maintenance Services, or (b) in the event of any Claim or Dispute regarding the scope of the Maintenance Services or whether DB Contractor has performed in accordance with the requirements of the CMC Documents. The first Directive Letter shall be labeled “Directive Letter No. 1” and subsequent letters shall be numbered sequentially. The Directive Letter will describe the Maintenance Services in question and may state the basis for determining compensation, if any. If the Directive Letter does not state the basis for determining compensation, compensation will be determined pursuant to Section 4.5.10. DB Contractor shall proceed immediately as directed in the Directive Letter. If the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services, DB Contractor shall proceed with the Maintenance Services as directed but shall have the right pursuant to Section 4.5.5.2 to submit a PCO Notice requesting that TxDOT issue a Change Order except as set forth in the next sentence. If the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services and the directed Maintenance Services involve less than $10,000 in additional Direct Costs incurred by DB Contractor, DB Contractor shall not be entitled to a Change Order or an increase in the Maintenance Price. 4.5.2.2 Receipt of a Directive Letter or other written direction from TxDOT is a condition precedent to a Claim that a TxDOT-Directed Change has occurred; however the fact that a Directive Letter was issued by TxDOT shall not be considered evidence that a TxDOT-Directed Change occurred. The determination whether a TxDOT-Directed Change occurred or whether DB Contractor is otherwise entitled to a Change Order shall be based on an analysis of the requirements under the CMC Documents and a determination whether the Directive Letter in fact constituted a change in those requirements. 4.5.2.3 DB Contractor shall not be entitled to additional compensation for any changed Maintenance Services not included in the Maintenance Price that is performed by DB Contractor as a TxDOT- Directed Change prior to receipt of a Directive Letter or Change Order.

Issuance of Directive Letter. 4.5.2.1 TxDOT may at any time issue a Directive Letter to DB Contractor (a) in the event of any desired change in the Maintenance Services, or (b) in the event of any Claim or Dispute regarding the scope of the Maintenance Services or whether DB Contractor has performed in accordance with the requirements of the CMC Documents. The first Directive Letter shall be labeled “Directive Letter No. 1” and subsequent letters shall be numbered sequentiallyServices. The Directive Letter will state that it is issued under this Section 10.1.1.2, will describe the Maintenance Services in question and may will state the basis for determining compensation, if any. If the Directive Letter does not state the basis for determining compensation, compensation will be determined pursuant to Section 4.5.10. DB Contractor shall proceed immediately as directed in the Directive Letter. If , pending the execution of a formal Change Order (or, if the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services, DB Contractor shall proceed with the Maintenance Services as directed but shall have the right pursuant to Section 4.5.5.2 10.3 to submit a PCO Notice requesting request that TxDOT issue a Change Order except as set forth in the next sentence. If the with respect thereto). 10.1.1.2.1 Directive Letter states as Condition Precedent to Claim that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services and the directed Maintenance Services involve less than $10,000 in additional Direct Costs incurred by DB Contractor, TxDOT-Directed Change Has Occurred (a) DB Contractor shall not be entitled to a Change Order or an increase in the Maintenance Price. 4.5.2.2 Receipt additional compensation for any such work performed prior to receipt of a Directive Letter or other written Change Order, except to the extent that Section 10.3.2.2 preserves DB Contractor’s right to compensation for work performed following delivery of a Request for Partnering. DB Contractor acknowledges that it will be at risk if it elects to proceed with any such work, since TxDOT may later decide not to provide direction with regard to such work. In addition to provision of a PCO Notice and subsequent Change Order request pursuant to Section 10.3.2, receipt of a Directive Letter from TxDOT is shall be a condition precedent to DB Contractor’s right to make a Claim that a TxDOT-Directed Change has occurred; however the . (b) The fact that a Directive Letter was issued by TxDOT shall not be considered evidence that that, in fact, a TxDOT-Directed Change occurred. The determination whether a TxDOT-Directed Change Change, in fact occurred or whether DB Contractor is otherwise entitled to a Change Order shall be based on an analysis of the original requirements under of the CMC CMA Documents and a determination whether the Directive Letter Letter, in fact fact, constituted a change in those requirements. The requirements of Section 10.1. 4.5.2.3 DB Contractor 1.2.1 (a) shall not be entitled to additional compensation for any changed Maintenance Services not included in the Maintenance Price imply that is performed by DB Contractor as a TxDOT- Directed Change prior to receipt of a Directive Letter or Change Orderwould be required in order for DB Contractor to have the right to receive compensation for Maintenance Services within its original scope for which additional compensation is specifically allowed under this Section 10.

Issuance of Directive Letter. 4.5.2.1 TxDOT may at any time issue a Directive Letter to DB Contractor (a) in the event of any desired change in the Maintenance Services, or (b) in the event of any Claim or Dispute regarding the scope of the Maintenance Services or whether DB Contractor has performed in accordance with the requirements of the CMC Documents. The first Directive Letter shall be labeled “Directive Letter No. 1” and subsequent letters shall be numbered sequentiallyServices. The Directive Letter will state that it is issued under this Section 10.1.1.2, will describe the Maintenance Services in question and may will state the basis for determining compensation, if any. If the Directive Letter does not state the basis for determining compensation, compensation will be determined pursuant to Section 4.5.10. DB Contractor shall proceed immediately as directed in the Directive Letter. If , pending the execution of a formal Change Order (or, if the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services, DB Contractor shall proceed with the Maintenance Services as directed but shall have the right pursuant to Section 4.5.5.2 10.3 to submit a PCO Notice requesting request that TxDOT issue a Change Order except as set forth in the next sentencewith respect thereto). 10.1.1.2.1. If the Directive Letter states as Condition Precedent to Claim that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services and the directed Maintenance Services involve less than $10,000 in additional Direct Costs incurred by DB Contractor, TxDOT-Directed Change Has Occurred (a) DB Contractor shall not be entitled to a Change Order or an increase in the Maintenance Price. 4.5.2.2 Receipt additional compensation for any such work performed prior to receipt of a Directive Letter or other written Change Order, except to the extent that Section 10.3.2.2 preserves DB Contractor’s right to compensation for work performed following delivery of a Request for Partnering. DB Contractor acknowledges that it will be at risk if it elects to proceed with any such work, since TxDOT may later decide not to provide direction with regard to such work. In addition to provision of a PCO Notice and subsequent Change Order request pursuant to Section 10.3.2, receipt of a Directive Letter from TxDOT is shall be a condition precedent to DB Contractor’s right to make a Claim that a TxDOT-Directed Change has occurred; however the . (b) The fact that a Directive Letter was issued by TxDOT shall not be considered evidence that in fact a TxDOT-Directed Change occurred. The determination whether a TxDOT-Directed Change in fact occurred or whether DB Contractor is otherwise entitled to a Change Order shall be based on an analysis of the original requirements under of the CMC COMA Documents and a determination whether the Directive Letter in fact constituted a change in those requirements. The requirements of Section 10.1. 4.5.2.3 DB Contractor 1.2.1 (a) shall not be entitled to additional compensation for any changed Maintenance Services not included in the Maintenance Price imply that is performed by DB Contractor as a TxDOT- Directed Change prior to receipt of a Directive Letter or Change Orderwould be required in order for DB Contractor to have the right to receive compensation for Maintenance Services within its original scope for which additional compensation is specifically allowed under this Section 10.

Issuance of Directive Letter. 4.5.2.1 TxDOT may at any time issue a Directive Letter to DB Contractor (a) in the event of any desired change in the Maintenance Services, or (b) in the event of any Claim or Dispute regarding the scope of the Maintenance Services or whether DB Contractor has performed in accordance with the requirements of the CMC Documents. The first Directive Letter shall be labeled “Directive Letter No. 1” and subsequent letters shall be numbered sequentiallyServices. The Directive Letter will state that it is issued under this Section 10.1.1.2, will describe the Maintenance Services in question and may will state the basis for determining compensation, if any. If the Directive Letter does not state the basis for determining compensation, compensation will be determined pursuant to Section 4.5.10. DB Contractor shall proceed immediately as directed in the Directive Letter. If , pending the execution of a formal Change Order (or, if the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services, DB Contractor shall proceed with the Maintenance Services as directed but shall have the right pursuant to Section 4.5.5.2 10.3 to submit a PCO Notice requesting request that TxDOT issue a Change Order except as set forth in the next sentencewith respect thereto). 10.1.1.2.1. If the Directive Letter states as Condition Precedent to Claim that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services and the directed Maintenance Services involve less than $10,000 in additional Direct Costs incurred by DB Contractor, TxDOT-Directed Change Has Occurred (a) DB Contractor shall not be entitled to a Change Order or an increase in the Maintenance Price. 4.5.2.2 Receipt additional compensation for any such work performed prior to receipt of a Directive Letter or other written Change Order, except to the extent that Section 10.3.2.2 preserves DB Contractor’s right to compensation for work performed following delivery of a Request for Partnering. DB Contractor acknowledges that it will be at risk if it elects to proceed with any such work, since TxDOT may later decide not to provide direction with regard to such work. In addition to provision of a PCO Notice and subsequent Change Order request pursuant to Section 10.3.2, receipt of a Directive Letter from TxDOT is shall be a condition precedent to DB Contractor’s right to make a Claim that a TxDOT-Directed Change has occurred; however the . (b) The fact that a Directive Letter was issued by TxDOT shall not be considered evidence that in fact a TxDOT-Directed Change occurred. The determination whether a TxDOT-Directed Change in fact occurred or whether DB Contractor is otherwise entitled to a Change Order shall be based on an analysis of the original requirements under of the CMC CMA Documents and a determination whether the Directive Letter in fact constituted a change in those requirements. The requirements of Section 10.1. 4.5.2.3 DB Contractor 1.2.1 (a) shall not be entitled to additional compensation for any changed Maintenance Services not included in the Maintenance Price imply that is performed by DB Contractor as a TxDOT- Directed Change prior to receipt of a Directive Letter or Change Orderwould be required in order for DB Contractor to have the right to receive compensation for Maintenance Services within its original scope for which additional compensation is specifically allowed under this Section 10.

Issuance of Directive Letter. 4.5.2.1 TxDOT may at any time issue a Directive Letter to DB Contractor (a) in the event of any desired change in the Maintenance Services, or (b) in the event of any Claim or Dispute regarding the scope of the Maintenance Services or whether DB Contractor has performed in accordance with the requirements of the CMC Documents. The first Directive Letter shall be labeled “Directive Letter No. 1” and subsequent letters shall be numbered sequentially. The Directive Letter will describe the Maintenance Services in question and may state the basis for determining compensation, if any. If the Directive Letter does not state the basis for determining compensation, compensation will be determined pursuant to Section 4.5.10. DB Contractor shall proceed immediately as directed in the Directive Letter. If the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services, DB Contractor shall proceed with the Maintenance Services as directed but shall have the right pursuant to Section 4.5.5.2 to submit a PCO Notice requesting that TxDOT issue a Change Order except as set forth in the next sentence. If the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services and the directed Maintenance Services involve less than $10,000 in additional Direct Costs incurred by DB Contractor, DB Contractor shall not be entitled to a Change Order or an increase in the Maintenance Price. 4.5.2.2 Receipt of a Directive Letter or other written direction from TxDOT is a condition precedent to a Claim that a TxDOT-Directed Change has occurred; however the fact that a Directive Letter was issued by TxDOT shall not be considered evidence that a TxDOT-Directed Change occurred. The determination whether a TxDOT-Directed Change occurred or whether DB Contractor is DocuSign Envelope ID: 8320AD6C-99DF-41FA-9908-4E441F89A70B otherwise entitled to a Change Order shall be based on an analysis of the requirements under the CMC Documents and a determination whether the Directive Letter in fact constituted a change in those requirements. 4.5.2.3 DB Contractor shall not be entitled to additional compensation for any changed Maintenance Services not included in the Maintenance Price that is performed by DB Contractor as a TxDOT- Directed Change prior to receipt of a Directive Letter or Change Order.

Issuance of Directive Letter. 4.5.2.1 TxDOT may at any time issue a Directive Letter to DB Contractor (a) in the event of any desired change in the Maintenance Services, or (b) in the event of any Claim or Dispute regarding the scope of the Maintenance Services or whether DB Contractor has performed in accordance with the requirements of the CMC Documents. The first Directive Letter shall be labeled “Directive Letter No. 1” and subsequent letters shall be numbered sequentially. The Directive Letter will describe the Maintenance Services in question and may state the basis for determining compensation, if any. If the Directive Letter does not state the basis for determining compensation, compensation will be determined pursuant to Section 4.5.10. DB Contractor shall proceed immediately as directed in the Directive Letter. If the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services, DB Contractor shall proceed with the Maintenance Services as directed but shall have the right pursuant to Section 4.5.5.2 to submit a PCO Notice requesting that TxDOT issue a Change Order except as set forth in the next sentence. If the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services and the directed Maintenance Services involve less than $10,000 in additional Direct Costs incurred by DB Contractor, DB Contractor shall not be entitled to a Change Order or an increase in the Maintenance Price. 4.5.2.2 Receipt of a Directive Letter or other written direction from TxDOT is a condition precedent to a Claim that a TxDOT-Directed Change has occurred; however the fact that a Directive Letter was issued by TxDOT shall not be considered evidence that a TxDOT-Directed Change occurred. The determination whether a TxDOT-Directed Change occurred or whether DB Contractor is otherwise entitled to a Change Order shall be based on an analysis of the requirements under the CMC Documents and a determination whether the Directive Letter in fact constituted a change in those requirements.. DocuSign Envelope ID: 69FAD993-F221-4BEC-895E-9675AB93CDF8 4.5.2.3 DB Contractor shall not be entitled to additional compensation for any changed Maintenance Services not included in the Maintenance Price that is performed by DB Contractor as a TxDOT- Directed Change prior to receipt of a Directive Letter or Change Order.

Issuance of Directive Letter. 4.5.2.1 TxDOT may at any time issue a Directive Letter to DB Contractor (a) in the event of any desired change in the Maintenance Services, or (b) in the event of any Claim or Dispute regarding the scope of the Maintenance Services or whether DB Contractor has performed in accordance with the requirements of the CMC Documents. The first Directive Letter shall be labeled “Directive Letter No. 1” and subsequent letters shall be numbered sequentially. The Directive Letter will describe the Maintenance Services in question and may state the basis for determining compensation, if any. If the Directive Letter does not state the basis for determining compensation, compensation will be determined pursuant to Section 4.5.10. DB Contractor shall proceed immediately as directed in the Directive Letter. If the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services, DB Contractor shall proceed with the Maintenance Services as directed but shall have the right pursuant to Section 4.5.5.2 to submit a PCO Notice requesting that TxDOT issue a Change Order except as set forth in the next sentence. If the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services and the directed Maintenance Services involve less than $10,000 in additional Direct Costs incurred by DB Contractor, DB Contractor shall not be entitled to a Change Order or an increase in the Maintenance Price. 4.5.2.2 Receipt of a Directive Letter or other written direction from TxDOT is a condition precedent to a Claim that a TxDOT-Directed Change has occurred; however however, the fact that a Directive Letter was issued by TxDOT shall not be considered evidence that a TxDOT-Directed Change occurred. The determination whether a TxDOT-Directed Change occurred or whether DB Contractor is otherwise entitled to a Change Order shall be based on an analysis of the requirements under the CMC Documents and a determination whether the Directive Letter in fact constituted a change in those requirements. 4.5.2.3 DB Contractor shall not be entitled to additional compensation for any changed Maintenance Services not included in the Maintenance Price that is performed by DB Contractor as a TxDOT- Directed Change prior to receipt of a Directive Letter or Change Order.

Issuance of Directive Letter. 4.5.2.1 TxDOT may at any time issue a Directive Letter to DB Contractor (a) in the event of any desired change in the Maintenance Services, or (b) in the event of any Claim or Dispute regarding the scope of the Maintenance Services or whether DB Contractor has performed in accordance with the requirements of the CMC Documents. The first Directive Letter shall be labeled “Directive Letter No. 1” and subsequent letters shall be numbered sequentially. The Directive Letter will describe the Maintenance Services in question and may state the basis for determining compensation, if any. If the Directive Letter does not state the basis for determining compensation, compensation will be determined pursuant to Section 4.5.10. DB Contractor shall proceed immediately as directed in the Directive Letter. If the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services, DB Contractor shall proceed with the Maintenance Services as directed but shall have the right pursuant to Section 4.5.5.2 to submit a PCO Notice requesting that TxDOT issue a Change Order except as set forth in the next sentence. If the Directive Letter states that the Maintenance Services are within DB Contractor’s original scope of Maintenance Services and the directed Maintenance Services involve less than $10,000 in additional Direct Costs incurred by DB Contractor, DB Contractor shall not be entitled to a Change Order or an increase in the Maintenance Price. 4.5.2.2 Receipt of a Directive Letter or other written direction from TxDOT is a condition precedent to a Claim that a TxDOT-Directed Change has occurred; however the fact that a Directive Letter was issued by TxDOT shall not be considered evidence that a TxDOT-Directed Change occurred. The determination whether a TxDOT-Directed Change occurred or whether DB Contractor is otherwise entitled to a Change Order shall be based on an analysis of the requirements under the CMC Documents and a determination whether the Directive Letter in fact constituted a change in those requirements. 4.5.2.3 DB Contractor shall not be entitled to additional compensation for any changed Maintenance Services not included in the Maintenance Price that is performed by DB Contractor as a TxDOT- TxDOT-Directed Change prior to receipt of a Directive Letter or Change Order.