Common use of Key Maintenance Personnel; Qualifications of Employees Clause in Contracts

Key Maintenance Personnel; Qualifications of Employees. 5.4.1 On or before 60 Days after TxDOT issues Maintenance NTP1, Maintenance NTP2 and Maintenance NTP3, if applicable, Maintenance Contractor shall update and obtain TxDOT’s written approval of any changes to Key Maintenance Personnel as presented in the Proposal. 5.4.2 During the Maintenance Term, Maintenance Contractor shall promptly notify TxDOT in writing of any proposed changes in any Key Maintenance Personnel. Maintenance Contractor shall not change, or permit any change in, any Key Maintenance Personnel without the prior written consent of TxDOT. Before Maintenance Contractor replaces any Key Maintenance Personnel, TxDOT shall be given the opportunity to interview and approve the replacement candidate(s). Maintenance Contractor’s request to replace any Key Maintenance Personnel shall include a proposed replacement, with equivalent or better qualifications, who shall be available within 30 Days after TxDOT’s approval. 5.4.3 All individuals performing Maintenance Services shall have the skill and experience and any licenses or certifications required to perform the Maintenance Services assigned to them. If TxDOT determines, in its sole discretion, that any Person employed by Maintenance Contractor or any Subcontractor is not performing the Maintenance Services in a proper and skillful manner or is detrimental to the progress of the Maintenance Services and/or the Project, then, at the written request of TxDOT, Maintenance Contractor shall remove such Person from the Project and such Person shall not be reemployed on the Project without the prior written approval of TxDOT. 5.4.4 Maintenance Contractor shall designate in writing a field representative who shall have onsite field and office authority to represent and act for Maintenance Contractor. That representative shall be present at the job site at all times while Maintenance Services are actually in progress. Maintenance Contractor shall provide phone, e-mail addresses and pager numbers for all Key Maintenance Personnel. TxDOT requires the ability to contact the Key Maintenance Personnel 24 hours per Day, seven Days per week. 5.4.5 Maintenance Contractor acknowledges and agrees that the award of this Capital Maintenance Agreement by TxDOT to Maintenance Contractor was based, in large part, on the qualifications and experience of the personnel listed in the Proposal and Maintenance Contractor’s commitment that such individuals would be available to undertake and perform the Maintenance Services. Maintenance Contractor represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Maintenance Services. Unless otherwise agreed to by TxDOT in writing, individuals filling Key Maintenance Personnel roles shall be available for the Maintenance Services and shall maintain active involvement in the prosecution and performance of the Maintenance Services in accordance with the approved Maintenance Management Plan. 5.4.6 If any of the approved individuals filling the Key Maintenance Personnel roles are not available for the Maintenance Services and do not undertake or perform the Maintenance Services because such individual(s) has/have been replaced after approval thereof pursuant to Section 5.4.1, as appropriate, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial Losses and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, if such individuals filling the Key Maintenance Personnel roles are not available or not actively involved in the prosecution and performance of the Maintenance Services, as determined by TxDOT in its sole discretion, and until individual has been replaced by an individual approved by TxDOT, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows as deemed compensation to TxDOT for such Losses: POSITION TOTAL LIQUIDATED AMOUNT PER DAY LIQUIDATED AMOUNT Capital Maintenance Manager $40,000 $4,000 5.4.7 Maintenance Contractor understands and agrees that any damages payable in accordance with Section 5.4.6 are in the nature of liquidated damages and not a penalty and that such sums are reasonable under the circumstances existing as of the Effective Date. Maintenance Contactor shall pay to TxDOT within ten (10) Business Days after Maintenance Contractor’s receipt of an invoice therefor from TxDOT. In lieu of reimbursement, TxDOT, in its sole discretion, shall have the right to deduct such liquidated damages from any amounts owed by TxDOT to Maintenance Contractor or to collect such liquidated damages from any bond or Guaranty furnished under this Capital Maintenance Agreement. Notwithstanding the foregoing, Maintenance Contractor shall not be liable for liquidated damages under Section 5.4.6 if: (a) Maintenance Contractor removes or replaces such personnel at the direction of TxDOT; (b) such individual is unavailable due to death, retirement, injury or no longer being employed by the applicable Maintenance Contractor-Related Entity (provided that moving to an affiliated company shall not be considered grounds for avoiding liquidated damages); or (c) Maintenance Contractor identifies the replacement for any Key Maintenance Personnel within 60 Days after issuance of Maintenance NTP1, Maintenance NTP2 or Maintenance NTP3, as applicable; provided, however, in each such case, Maintenance Contractor shall promptly propose to TxDOT a replacement for such personnel, approval of which individual shall be subject to TxDOT’s written consent. Following any TxDOT-approved substitution or replacement of a Key Maintenance Personnel pursuant to the terms hereof, the new individual shall be considered a Key Maintenance Personnel for all purposes under this Capital Maintenance Agreement, including the provisions of this Section 5.4.6 relative to liquidated damages. 5.4.8 Maintenance Contractor acknowledges and agrees that the Key Maintenance Personnel positions are of critical importance to TxDOT and the Project. In addition to the approval rights of TxDOT set forth in this Section 5.4 and the liquidated damages set forth in Section 5.4.6, if an individual in a Key Maintenance Personnel position leaves that position for a reason other than as set forth in clauses (a)-(c) of Section 5.4.7, TxDOT shall have the right to terminate this Capital Maintenance Agreement for default under Section 12, unless Maintenance Contractor provides TxDOT a replacement acceptable to TxDOT within 30 Days after the earlier of: (a) the date on which such individual has left his/her position; or

Key Maintenance Personnel; Qualifications of Employees. 5.4.1 On or before 60 Days after TxDOT issues Maintenance NTP1, Maintenance NTP2 and Maintenance NTP3, if applicable, Maintenance Contractor shall update and obtain TxDOT’s written approval of any changes to Key Maintenance Personnel as presented in the Proposal. 5.4.2 During the Maintenance Term, Maintenance Contractor shall promptly notify TxDOT in writing of any proposed changes in any Key Maintenance Personnel. Maintenance Contractor shall not change, or permit any change in, any Key Maintenance Personnel without the prior written consent of TxDOT. Before Maintenance Contractor replaces any Key Maintenance Personnel, TxDOT shall be given the opportunity to interview and approve the replacement candidate(s). Maintenance Contractor’s request to replace any Key Maintenance Personnel shall include a proposed replacement, with equivalent or better qualifications, who shall be available within 30 Days after TxDOT’s approval. 5.4.3 All individuals performing Maintenance Services shall have the skill and experience and any licenses or certifications required to perform the Maintenance Services assigned to them. If TxDOT determines, in its sole discretion, that any Person employed by Maintenance Contractor or any Subcontractor is not performing the Maintenance Services in a proper and skillful manner or is detrimental to the progress of the Maintenance Services and/or the Project, then, at the written request of TxDOT, Maintenance Contractor shall remove such Person from the Project and such Person shall not be reemployed on the Project without the prior written approval of TxDOT. 5.4.4 Maintenance Contractor shall designate in writing a field representative who shall have onsite field and office authority to represent and act for Maintenance Contractor. That representative shall be present at the job site at all times while Maintenance Services are actually in progress. Maintenance Contractor shall provide phone, e-mail addresses and pager numbers for all Key Maintenance Personnel. TxDOT requires the ability to contact the Key Maintenance Personnel 24 hours per Day, seven Days per week. 5.4.5 Maintenance Contractor acknowledges and agrees that the award of this Capital Maintenance Agreement CMA by TxDOT to Maintenance Contractor was based, in large part, on the qualifications and experience of the personnel listed in the Proposal and Maintenance Contractor’s commitment that such individuals would be available to undertake and perform the Maintenance Services. Maintenance Contractor represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Maintenance Services. Unless otherwise agreed to by TxDOT in writing, individuals filling Key Maintenance Personnel roles shall be available for the Maintenance Services and shall maintain active involvement in the prosecution and performance of the Maintenance Services in accordance with the approved Maintenance Management Plan. 5.4.6 If any of the approved individuals filling the Key Maintenance Personnel roles are not available for the Maintenance Services and do not undertake or perform the Maintenance Services because such individual(s) has/have been replaced after approval thereof pursuant to Section 5.4.1, as appropriate, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial Losses and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, if such individuals filling the Key Maintenance Personnel roles are not available or not actively involved in the prosecution and performance of the Maintenance Services, as determined by TxDOT in its sole discretion, and until regardless of whether such individual has been replaced by an individual approved by TxDOT, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows as deemed compensation to TxDOT for such Losses: 5.4.7 In addition, if an individual filling one or more Key Personnel roles is not available for the Maintenance Services and does not maintain active involvement in the prosecution and performance of the Maintenance Services and such individual has not been replaced by an individual approved by TxDOT, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial additional Losses due to the unavailability of an approved individual to fill a Key Personnel role and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, for each day that a Key Personnel role is not filled by an approved individual, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows, for each position not filled, as deemed compensation to TxDOT for such Losses: POSITION TOTAL LIQUIDATED DAMAGES AMOUNT PER DAY LIQUIDATED AMOUNT Capital Maintenance Manager $40,000 3,400 Maintenance QC Manager $4,0003,100 5.4.7 5.4.8 Maintenance Contractor understands and agrees that any damages payable in accordance with Section Sections 5.4.6 and 5.4.7 are in the nature of liquidated damages and not a penalty and that such sums are reasonable under the circumstances existing as of the Effective Date. Maintenance Contactor shall pay to TxDOT within ten (10) Business Days after Maintenance Contractor’s receipt of an invoice therefor from TxDOT. In lieu of reimbursement, TxDOT, in its sole discretion, shall have the right to deduct such liquidated damages from any amounts owed by TxDOT to Maintenance Contractor or to collect such liquidated damages from any bond or Guaranty furnished under this Capital Maintenance AgreementCMA. Notwithstanding the foregoing, Maintenance Contractor shall not be liable for liquidated damages under Section Sections 5.4.6 and 5.4.7 if: (a) Maintenance Contractor removes or replaces such personnel at the direction of TxDOT; (b) such individual is unavailable due to death, retirement, injury or no longer being employed by the applicable Maintenance Contractor-Related Entity (provided that moving to an affiliated company shall not be considered grounds for avoiding liquidated damages); or (c) Maintenance Contractor identifies the replacement for any Key Maintenance Personnel within 60 Days after issuance of Maintenance NTP1, Maintenance NTP2 NTP2, or Maintenance NTP3, as applicable; provided, however, in each such case, Maintenance Contractor shall promptly propose to TxDOT a replacement for such personnel, approval of which individual shall be subject to TxDOT’s written consent. Following any TxDOT-approved substitution or replacement of a Key Maintenance Personnel pursuant to the terms hereof, the new individual shall be considered a Key Maintenance Personnel for all purposes under this Capital Maintenance AgreementCMA, including the provisions of this Section 5.4.6 5.4.8 relative to liquidated damages. 5.4.8 5.4.9 Maintenance Contractor acknowledges and agrees that the Key Maintenance Personnel positions are of critical importance to TxDOT and the Project. In addition to the approval rights of TxDOT set forth in this Section 5.4 and the liquidated damages set forth in Section 5.4.6Sections 5.4.6 and 5.4.7, if an individual in a Key Maintenance Personnel position leaves that position for a reason other than as set forth in clauses (a)-(c) of Section 5.4.75.4.8, TxDOT XxXXX shall have the right to terminate this Capital Maintenance Agreement for default under Section 12, unless Maintenance Contractor provides TxDOT a replacement acceptable to TxDOT within 30 Days after the earlier of: (a) the date on which such individual has left his/her position; oror (b) Maintenance Contractor or TxDOT becomes aware that such individual intends to leave his/her position.

Key Maintenance Personnel; Qualifications of Employees. 5.4.1 On or before 60 Days after TxDOT issues Maintenance NTP1, Maintenance NTP2 and Maintenance NTP3, if applicable, Maintenance Contractor shall update and obtain TxDOT’s written approval of any changes to Key Maintenance Personnel as presented in the Proposal. 5.4.2 During the Maintenance Term, Maintenance Contractor shall promptly notify TxDOT in writing of any proposed changes in any Key Maintenance Personnel. Maintenance Contractor shall not change, or permit any change in, any Key Maintenance Personnel without the prior written consent of TxDOT. Before Maintenance Contractor replaces any Key Maintenance Personnel, TxDOT shall be given the opportunity to interview and approve the replacement candidate(s). Maintenance Contractor’s request to replace any Key Maintenance Personnel shall include a proposed replacement, with equivalent or better qualifications, who shall be available within 30 Days after TxDOT’s approval. 5.4.3 All individuals performing Maintenance Services shall have the skill and experience and any licenses or certifications required to perform the Maintenance Services assigned to them. If TxDOT determines, in its sole discretion, that any Person employed by Maintenance Contractor or any Subcontractor is not performing the Maintenance Services in a proper and skillful manner or is detrimental to the progress of the Maintenance Services and/or the Project, then, at the written request of TxDOT, Maintenance Contractor shall remove such Person from the Project and such Person shall not be reemployed on the Project without the prior written approval of TxDOT. 5.4.4 Maintenance Contractor shall designate in writing a field representative who shall have onsite field and office authority to represent and act for Maintenance Contractor. That representative shall be present at the job site at all times while Maintenance Services are actually in progress. Maintenance Contractor shall provide phone, e-mail addresses and pager numbers for all Key Maintenance Personnel. TxDOT requires the ability to contact the Key Maintenance Personnel 24 hours per Day, seven Days per week.pager 5.4.5 Maintenance Contractor acknowledges and agrees that the award of this Capital Maintenance Agreement by TxDOT to Maintenance Contractor was based, in large part, on the qualifications and experience of the personnel listed in the Proposal and Maintenance Contractor’s commitment that such individuals would be available to undertake and perform the Maintenance Services. Maintenance Contractor represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Maintenance Services. Unless otherwise agreed to by TxDOT in writing, individuals filling Key Maintenance Personnel roles shall be available for the Maintenance Services and shall maintain active involvement in the prosecution and performance of the Maintenance Services in accordance with the approved Maintenance Management Plan. 5.4.6 If any of the approved individuals filling the Key Maintenance Personnel roles are not available for the Maintenance Services and do not undertake or perform the Maintenance Services because such individual(s) has/have been replaced after approval thereof pursuant to Section 5.4.1, as appropriate, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial Losses and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, if such individuals filling the Key Maintenance Personnel roles are not available or not actively involved in the prosecution and performance of the Maintenance Services, as determined by TxDOT in its sole discretion, and until regardless of whether such individual has been replaced by an individual approved by TxDOTXxXXX, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows as deemed compensation to TxDOT for such Losses: POSITION TOTAL LIQUIDATED DAMAGES AMOUNT PER DAY LIQUIDATED AMOUNT Capital Maintenance Manager $40,000 42,000 Maintenance QC Manager $4,00036,000 5.4.7 In addition, if an individual filling one or more Key Personnel roles is not available for the Maintenance Services and does not maintain active involvement in the prosecution and performance of the Maintenance Services and such individual has not been replaced by an individual approved by TxDOT, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial additional Losses due to the unavailability of an approved individual to fill a Key Personnel role and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, for each day that a Key Personnel role is not filled by an approved individual, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows, for each position not filled, as deemed compensation to TxDOT for such Losses: POSITION LIQUIDATED DAMAGES AMOUNT Maintenance Manager $4,200 Maintenance QC Manager $3,600 5.4.8 Maintenance Contractor understands and agrees that any damages payable in accordance with Section Sections 5.4.6 are and 5.4.7are in the nature of liquidated damages and not a penalty and that such sums are reasonable under the circumstances existing as of the Effective Date. Maintenance Contactor shall pay to TxDOT within ten (10) Business Days after Maintenance Contractor’s receipt of an invoice therefor from TxDOT. In lieu of reimbursement, TxDOT, in its sole discretion, shall have the right to deduct such liquidated damages from any amounts owed by TxDOT to Maintenance Contractor or to collect such liquidated damages from any bond or Guaranty furnished under this Capital Maintenance Agreement. Notwithstanding the foregoing, Maintenance Contractor shall not be liable for liquidated damages under Section Sections 5.4.6 and 5.4.7 if: (a) Maintenance Contractor removes or replaces such personnel at the direction of TxDOT; (b) such individual is unavailable due to death, retirement, injury or no longer being employed by the applicable Maintenance Contractor-Related Entity (provided that moving to an affiliated company shall not be considered grounds for avoiding liquidated damages); or (c) Maintenance Contractor identifies the replacement for any Key Maintenance Personnel within 60 Days after issuance of Maintenance NTP1, Maintenance NTP2 or Maintenance NTP3, as applicable; provided, however, in each such case, Maintenance Contractor shall promptly propose to TxDOT a replacement for such personnel, approval of which individual shall be subject to TxDOT’s written consent. Following any TxDOT-approved substitution or replacement of a Key Maintenance Personnel pursuant to the terms hereof, the new individual shall be considered a Key Maintenance Personnel for all purposes under this Capital Maintenance Agreement, including the provisions of this Section 5.4.6 relative to liquidated damages. 5.4.8 Maintenance Contractor acknowledges and agrees that the Key Maintenance Personnel positions are of critical importance to TxDOT and the Project. In addition to the approval rights of TxDOT set forth in this Section 5.4 and the liquidated damages set forth in Section 5.4.6, if an individual in a Key Maintenance Personnel position leaves that position for a reason other than as set forth in clauses (a)-(c) of Section 5.4.7, TxDOT shall have the right to terminate this Capital Maintenance Agreement for default under Section 12, unless Maintenance Contractor provides TxDOT a replacement acceptable to TxDOT within 30 Days after the earlier of: (a) the date on which such individual has left his/her position; orSection

Key Maintenance Personnel; Qualifications of Employees. 5.4.1 On or before 60 Days after TxDOT issues Maintenance NTP1, Maintenance NTP2 and Maintenance NTP3, if as applicable, Maintenance Contractor shall update and obtain TxDOT’s written approval of any changes to Key Maintenance Personnel as presented in the Proposal. 5.4.2 During the Maintenance Term, Maintenance Contractor shall promptly notify TxDOT in writing of any proposed changes in any Key Maintenance Personnel. Maintenance Contractor shall not change, or permit any change in, any Key Maintenance Personnel without the prior written consent of TxDOT. Before Maintenance Contractor replaces any Key Maintenance Personnel, TxDOT shall be given the opportunity to interview and approve the replacement candidate(s). Maintenance Contractor’s request to replace any Key Maintenance Personnel shall include a proposed replacement, with equivalent or better qualifications, who shall be available within 30 Days after TxDOT’s approval. 5.4.3 All individuals performing Maintenance Services shall have the skill and experience and any licenses or certifications required to perform the Maintenance Services assigned to them. If TxDOT determines, in its sole discretion, that any Person employed by Maintenance Contractor or any Subcontractor is not performing the Texas Department of Transportation Execution Version Horseshoe Project 21 Capital Maintenance Agreement Maintenance Services in a proper and skillful manner or is detrimental to the progress of the Maintenance Services and/or the Project, then, at the written request of TxDOT, Maintenance Contractor shall remove such Person from the Project and such Person shall not be reemployed on the Project without the prior written approval of TxDOT. 5.4.4 Maintenance Contractor shall designate in writing a field representative who shall have onsite field and office authority to represent and act for Maintenance Contractor. That representative shall be present at the job site at all times while Maintenance Services are actually in progress. Maintenance Contractor shall provide phone, e-mail addresses and pager numbers for all Key Maintenance Personnel. TxDOT requires the ability to contact the Key Maintenance Personnel 24 hours per Day, seven Days per week. 5.4.5 Maintenance Contractor acknowledges and agrees that the award of this Capital Maintenance Agreement by TxDOT to Maintenance Contractor was based, in large part, on the qualifications and experience of the personnel listed in the Proposal and Maintenance Contractor’s commitment that such individuals would be available to undertake and perform the Maintenance Services. Maintenance Contractor represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Maintenance Services. Unless otherwise agreed to by TxDOT in writing, individuals filling Key Maintenance Personnel roles shall be available for the Maintenance Services and shall maintain active involvement in the prosecution and performance of the Maintenance Services in accordance with the approved Maintenance Management Plan. 5.4.6 If any of the approved individuals filling the Key Maintenance Personnel roles are not available for the Maintenance Services and do not undertake or perform the Maintenance Services because such individual(s) has/have been replaced after approval thereof pursuant to Section 5.4.1, as appropriate, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial Losses and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, if such individuals filling the Key Maintenance Personnel roles are not available or not actively involved in the prosecution and performance of the Maintenance Services, as determined by TxDOT in its sole discretion, and until regardless of whether such individual has been replaced by an individual approved by TxDOT, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows as deemed compensation to TxDOT for such Losses: POSITION TOTAL KEY MAINTENANCE PERSONNEL LIQUIDATED AMOUNT Maintenance Manager $40,000 Maintenance QC Manager $40,000 5.4.7 In addition, if an individual filling one or more Key Maintenance Personnel roles is not available for the Maintenance Services and does not maintain active Texas Department of Transportation Execution Version Horseshoe Project 22 Capital Maintenance Agreement involvement in the prosecution and performance of the Maintenance Services and such individual has not been replaced by an individual approved by TxDOT, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial additional Losses due to the unavailability of an approved individual to fill a Key Maintenance Personnel role and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, for each day that a Key Maintenance Personnel role is not filled by an approved individual, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows, for each position not filled, as deemed compensation to TxDOT for such Losses: KEY MAINTENANCE PERSONNEL LIQUIDATED AMOUNT PER DAY LIQUIDATED AMOUNT Capital Maintenance Manager $40,000 4,000 Maintenance QC Manager $4,000 5.4.7 5.4.8 Maintenance Contractor understands and agrees that any damages payable in accordance with Section Sections 5.4.6 and 5.4.7 are in the nature of liquidated damages and not a penalty and that such sums are reasonable under the circumstances existing as of the Effective Date. Maintenance Contactor shall pay to TxDOT within ten (10) Business Days after Maintenance Contractor’s receipt of an invoice therefor from TxDOT. In lieu of reimbursement, TxDOT, in its sole discretion, shall have the right to deduct such liquidated damages from any amounts owed by TxDOT to Maintenance Contractor or to collect such liquidated damages from any bond or Guaranty furnished under this Capital Maintenance Agreement. Notwithstanding the foregoing, Maintenance Contractor shall not be liable for liquidated damages under Section Sections 5.4.6 and 5.4.7 if: (a) Maintenance Contractor removes or replaces such personnel at the direction of TxDOT; (b) such individual is unavailable due to death, retirement, injury or no longer being employed by the applicable Maintenance Contractor-Related Entity (provided that moving to an affiliated company shall not be considered grounds for avoiding liquidated damages); or (c) Maintenance Contractor identifies the replacement for any Key Maintenance Personnel within 60 Days after issuance of Maintenance NTP1, Maintenance NTP2 or Maintenance NTP3, as applicable; provided, however, in each such case, Maintenance Contractor shall promptly propose to TxDOT a replacement for such personnel, approval of which individual shall be subject to TxDOT’s written consent. Following any TxDOT-approved substitution or replacement of a Key Maintenance Personnel pursuant to the terms hereof, the new individual shall be considered a Key Maintenance Personnel for all purposes under this Capital Maintenance Agreement, including the provisions of this Section 5.4.6 relative to liquidated damages. 5.4.8 5.4.9 Maintenance Contractor acknowledges and agrees that the Key Maintenance Personnel positions are of critical importance to TxDOT and the Project. In addition to the approval rights of TxDOT set forth in this Section 5.4 and the liquidated damages set forth in Section 5.4.6Sections 5.4.6 and 5.4.7, if an individual in a Key Maintenance Personnel position leaves that position for a reason other than as set forth in clauses (a)-(c) Texas Department of Section 5.4.7, TxDOT shall have the right to terminate this Transportation Execution Version Horseshoe Project 23 Capital Maintenance Agreement for default under Section 12, unless Maintenance Contractor provides TxDOT a replacement acceptable to TxDOT within 30 Days after the earlier of: (a) the date on which such individual has left his/her position; orAgreement

Key Maintenance Personnel; Qualifications of Employees. 5.4.1 On or before 60 Days after TxDOT issues Maintenance NTP1, Maintenance NTP2 and Maintenance NTP3, if applicable, Maintenance Contractor shall update and obtain TxDOT’s written approval of any changes to Key Maintenance Personnel as presented in the Proposal. 5.4.2 During the Maintenance Term, Maintenance Contractor shall promptly notify TxDOT in writing of any proposed changes in any Key Maintenance Personnel. Maintenance Contractor shall not change, or permit any change in, any Key Maintenance Personnel without the prior written consent of TxDOT. Before Maintenance Contractor replaces any Key Maintenance Personnel, TxDOT shall be given the opportunity to interview and approve the replacement candidate(s). Maintenance Contractor’s request to replace any Key Maintenance Personnel shall include a proposed replacement, with equivalent or better qualifications, who shall be available within 30 Days after TxDOT’s approval. 5.4.3 All individuals performing Maintenance Services shall have the skill and experience and any licenses or certifications required to perform the Maintenance Services assigned to them. If TxDOT determines, in its sole discretion, that any Person employed by Maintenance Contractor or any Subcontractor is not performing the Maintenance Services in a proper and skillful manner or is detrimental to the progress of the Maintenance Services and/or the Project, then, at the written request of TxDOT, Maintenance Contractor shall remove such Person from the Project and such Person shall not be reemployed on the Project without the prior written approval of TxDOT. 5.4.4 Maintenance Contractor shall designate in writing a field representative who shall have onsite field and office authority to represent and act for Maintenance Contractor. That representative shall be present at the job site at all times while Maintenance Services are actually in progress. Maintenance Contractor shall provide phone, e-mail addresses and pager numbers for all Key Maintenance Personnel. TxDOT requires the ability to contact the Key Maintenance Personnel 24 hours per Day, seven Days per week. 5.4.5 Maintenance Contractor acknowledges and agrees that the award of this Capital Maintenance Agreement by TxDOT to Maintenance Contractor was based, in large part, on the qualifications and experience of the personnel listed in the Proposal and Maintenance Contractor’s commitment that such individuals would be available to undertake and perform the Maintenance Services. Maintenance Contractor represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Maintenance Services. Unless otherwise agreed to by TxDOT in writing, individuals filling Key Maintenance Personnel roles shall be available for the Maintenance Services and shall maintain active involvement in the prosecution and performance of the Maintenance Services in accordance with the approved Maintenance Management Plan. 5.4.6 If any of the approved individuals filling the Key Maintenance Personnel roles are not available for the Maintenance Services and do not undertake or perform the Maintenance Services because such individual(s) has/have been replaced after approval thereof pursuant to Section 5.4.1, as appropriate, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial Losses and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, if such individuals filling the Key Maintenance Personnel roles are not available or not actively involved in the prosecution and performance of the Maintenance Services, as determined by TxDOT in its sole discretion, and until regardless of whether such individual has been replaced by an individual approved by TxDOTXxXXX, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows as deemed compensation to TxDOT for such Losses: POSITION TOTAL LIQUIDATED DAMAGES AMOUNT PER DAY LIQUIDATED AMOUNT Capital Maintenance Manager $40,000 42,000 Maintenance QC Manager $4,00036,000 5.4.7 In addition, if an individual filling one or more Key Personnel roles is not available for the Maintenance Services and does not maintain active involvement in the prosecution and performance of the Maintenance Services and such individual has not been replaced by an individual approved by TxDOT, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial additional Losses due to the unavailability of an approved individual to fill a Key Personnel role and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, for each day that a Key Personnel role is not filled by an approved individual, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows, for each position not filled, as deemed compensation to TxDOT for such Losses: POSITION LIQUIDATED DAMAGES AMOUNT Maintenance Manager $4,200 Maintenance QC Manager $3,600 5.4.8 Maintenance Contractor understands and agrees that any damages payable in accordance with Section Sections 5.4.6 are and 5.4.7are in the nature of liquidated damages and not a penalty and that such sums are reasonable under the circumstances existing as of the Effective Date. Maintenance Contactor shall pay to TxDOT within ten (10) Business Days after Maintenance Contractor’s receipt of an invoice therefor from TxDOT. In lieu of reimbursement, TxDOT, in its sole discretion, shall have the right to deduct such liquidated damages from any amounts owed by TxDOT to Maintenance Contractor or to collect such liquidated damages from any bond or Guaranty furnished under this Capital Maintenance Agreement. Notwithstanding the foregoing, Maintenance Contractor shall not be liable for liquidated damages under Section Sections 5.4.6 and 5.4.7 if: (a) Maintenance Contractor removes or replaces such personnel at the direction of TxDOT; (b) such individual is unavailable due to death, retirement, injury or no longer being employed by the applicable Maintenance Contractor-Related Entity (provided that moving to an affiliated company shall not be considered grounds for avoiding liquidated damages); or (c) Maintenance Contractor identifies the replacement for any Key Maintenance Personnel within 60 Days after issuance of Maintenance NTP1, ; Maintenance NTP2 or Maintenance NTP3, as applicable; , provided, however, in each such case, Maintenance Contractor shall promptly propose to TxDOT a replacement for such personnel, approval of which individual shall be subject to TxDOT’s written consent. Following any TxDOT-approved substitution or replacement of a Key Maintenance Personnel pursuant to the terms hereof, the new individual shall be considered a Key Maintenance Personnel for all purposes under this Capital Maintenance Agreement, including the provisions of this Section 5.4.6 relative to liquidated damages. 5.4.8 5.4.9 Maintenance Contractor acknowledges and agrees that the Key Maintenance Personnel positions are of critical importance to TxDOT and the Project. In addition to the approval rights of TxDOT set forth in this Section 5.4 and the liquidated damages set forth in Section 5.4.6Sections 5.4.6 and 5.4.7, if an individual in a Key Maintenance Personnel position leaves that position for a reason other than as set forth in clauses (a)-(c) of Section 5.4.75.4.8, TxDOT shall have the right to terminate this Capital Maintenance Agreement for default under Section 12, unless Maintenance Contractor provides TxDOT a replacement acceptable to TxDOT within 30 Days after the earlier of: (a) the date on which such individual has left his/her position; or

Key Maintenance Personnel; Qualifications of Employees. 5.4.1 On or before 60 Days after TxDOT issues Maintenance NTP1, Maintenance NTP2 and Maintenance NTP3, if applicable, Maintenance Contractor shall update and obtain TxDOT’s written approval of any changes to Key Maintenance Personnel as presented in the Proposal. 5.4.2 During the Maintenance Term, Maintenance Contractor shall promptly notify TxDOT in writing of any proposed changes in any Key Maintenance Personnel. Maintenance Contractor shall not change, or permit any change in, any Key Maintenance Personnel without the prior written consent of TxDOT. Before Maintenance Contractor replaces any Key Maintenance Personnel, TxDOT shall be given the opportunity to interview and approve the replacement candidate(s). Maintenance Contractor’s request to replace any Key Maintenance Personnel shall include a proposed replacement, with equivalent or better qualifications, who shall be available within 30 Days after TxDOT’s approval. 5.4.3 All individuals performing Maintenance Services shall have the skill and experience and any licenses or certifications required to perform the Maintenance Services assigned to them. If TxDOT determines, in its sole discretion, that any Person employed by Maintenance Contractor or any Subcontractor is not performing the Maintenance Services in a proper and skillful manner or is detrimental to the progress of the Maintenance Services and/or the Project, then, at the written request of TxDOT, Maintenance Contractor shall remove such Person from the Project and such Person shall not be reemployed on the Project without the prior written approval of TxDOT. 5.4.4 Maintenance Contractor shall designate in writing a field representative who shall have onsite field and office authority to represent and act for Maintenance Contractor. That representative shall be present at the job site at all times while Maintenance Services are actually in progress. Maintenance Contractor shall provide phone, e-mail addresses and pager numbers for all Key Maintenance Personnel. TxDOT requires the ability to contact the Key Maintenance Personnel 24 hours per Day, seven Days per week.pager 5.4.5 Maintenance Contractor acknowledges and agrees that the award of this Capital Maintenance Agreement by TxDOT to Maintenance Contractor was based, in large part, on the qualifications and experience of the personnel listed in the Proposal and Maintenance Contractor’s commitment that such individuals would be available to undertake and perform the Maintenance Services. Maintenance Contractor represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Maintenance Services. Unless otherwise agreed to by TxDOT in writing, individuals filling Key Maintenance Personnel roles shall be available for the Maintenance Services and shall maintain active involvement in the prosecution and performance of the Maintenance Services in accordance with the approved Maintenance Management Plan. 5.4.6 If any of the approved individuals filling the Key Maintenance Personnel roles are not available for the Maintenance Services and do not undertake or perform the Maintenance Services because such individual(s) has/have been replaced after approval thereof pursuant to Section 5.4.1, as appropriate, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial Losses and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, if such individuals filling the Key Maintenance Personnel roles are not available or not actively involved in the prosecution and performance of the Maintenance Services, as determined by TxDOT in its sole discretion, and until individual has been replaced by an individual approved by TxDOT, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows as deemed compensation to TxDOT for such Losses: POSITION TOTAL LIQUIDATED DAMAGES AMOUNT PER DAY LIQUIDATED AMOUNT Capital Maintenance Manager $40,000 75,000 Maintenance QC Manager $4,000 5.4.7 75,000 Maintenance Contractor understands and agrees that any damages payable in accordance with this Section 5.4.6 are in the nature of liquidated damages and not a penalty and that such sums are reasonable under the circumstances existing as of the Effective Date. Maintenance Contactor shall pay to TxDOT within ten (10) Business Days after Maintenance Contractor’s receipt of an invoice therefor from TxDOT. In lieu of reimbursement, TxDOT, in its sole discretion, shall have the right to deduct such liquidated damages from any amounts owed by TxDOT to Maintenance Contractor or to collect such liquidated damages from any bond or Guaranty furnished under this Capital Maintenance Agreement. Notwithstanding the foregoing, Maintenance Contractor shall not be liable for liquidated damages under this Section 5.4.6 if: (a) Maintenance Contractor removes or replaces such personnel at the direction of TxDOT; (b) such individual is unavailable due to death, retirement, injury or no longer being employed by the applicable Maintenance Contractor-Related Entity (provided that moving to an affiliated company shall not be considered grounds for avoiding liquidated damages); or (c) Maintenance Contractor identifies the replacement for any Key Maintenance Personnel within 60 90 Days after issuance of Maintenance NTP1, Maintenance NTP2 or Maintenance NTP3, as applicable; provided, however, in each such case, Maintenance Contractor shall promptly propose to TxDOT a replacement for such personnel, approval of which individual shall be subject to TxDOT’s written consent. Following any TxDOT-TxDOT- approved substitution or replacement of a Key Maintenance Personnel pursuant to the terms hereof, the new individual shall be considered a Key Maintenance Personnel for all purposes under this Capital Maintenance Agreement, including the provisions of this Section 5.4.6 relative to liquidated damages. 5.4.8 5.4.7 Maintenance Contractor acknowledges and agrees that the Key Maintenance Personnel positions are of critical importance to TxDOT and the Project. In addition to the approval rights of TxDOT set forth in this Section 5.4 and the liquidated damages set forth in Section 5.4.6, if an individual in a Key Maintenance Personnel position leaves that position for a reason other than as set forth in clauses (a)-(c) of Section 5.4.75.4.6, TxDOT shall have the right to terminate this Capital Maintenance Agreement for default under Section 12, unless Maintenance Contractor provides TxDOT a replacement acceptable to TxDOT within 30 Days after the earlier of: (a) the date on which such individual has left his/her position; oror (b) Maintenance Contractor or TxDOT becomes aware that such individual intends to leave his/her position.

Key Maintenance Personnel; Qualifications of Employees. 5.4.1 On or before 60 Days after TxDOT issues Maintenance NTP1, Maintenance NTP2 and Maintenance NTP3, if applicable, Maintenance Contractor shall update and obtain TxDOT’s written approval of any changes to Key Maintenance Personnel as presented in the Proposal. 5.4.2 During the Maintenance Term, Maintenance Contractor shall promptly notify TxDOT in writing of any proposed changes in any Key Maintenance Personnel. Maintenance Contractor shall not change, or permit any change in, any Key Maintenance Personnel without the prior written consent of TxDOT. Before Maintenance Contractor replaces any Key Maintenance Personnel, TxDOT shall be given the opportunity to interview and approve the replacement candidate(s). Maintenance Contractor’s request to replace any Key Maintenance Personnel shall include a proposed replacement, with equivalent or better qualifications, who shall be available within 30 Days after TxDOT’s approval. 5.4.3 All individuals performing Maintenance Services shall have the skill and experience and any licenses or certifications required to perform the Maintenance Services assigned to them. If TxDOT determines, in its sole discretion, that any Person employed by Maintenance Contractor or any Subcontractor is not performing the Maintenance Services in a proper and skillful manner or is detrimental to the progress of the Maintenance Services and/or the Project, then, at the written request of TxDOT, Maintenance Contractor shall remove such Person from the Project and such Person shall not be reemployed on the Project without the prior written approval of TxDOT. 5.4.4 Maintenance Contractor shall designate in writing a field representative who shall have onsite field and office authority to represent and act for Maintenance Contractor. That representative shall be present at the job site at all times while Maintenance Services are actually in progress. Maintenance Contractor shall provide phone, e-mail addresses and pager numbers for all Key Maintenance Personnel. TxDOT requires the ability to contact the Key Maintenance Personnel 24 hours per Day, seven Days per week.are 5.4.5 Maintenance Contractor acknowledges and agrees that the award of this Capital Comprehensive Maintenance Agreement by TxDOT to Maintenance Contractor was based, in large part, on the qualifications and experience of the personnel listed in the Proposal and Maintenance Contractor’s commitment that such individuals would be available to undertake and perform the Maintenance Services. Maintenance Contractor represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Maintenance Services. Unless otherwise agreed to by TxDOT in writing, individuals filling Key Maintenance Personnel roles shall be available for the Maintenance Services and shall maintain active involvement in the prosecution and performance of the Maintenance Services in accordance with the approved Maintenance Management Plan. 5.4.6 If any of the approved individuals filling the Key Maintenance Personnel roles are not available for the Maintenance Services and do not undertake or perform the Maintenance Services because such individual(s) has/have been replaced after approval thereof pursuant to Section 5.4.1, as appropriate, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial Losses and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, if such individuals filling the Key Maintenance Personnel roles are not available or not actively involved in the prosecution and performance of the Maintenance Services, as determined by TxDOT in its sole discretion, and until regardless of whether such individual has been replaced by an individual approved by TxDOT, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows as deemed compensation to TxDOT for such Losses: POSITION TOTAL LIQUIDATED DAMAGES AMOUNT PER DAY LIQUIDATED AMOUNT Capital Maintenance Manager $40,000 42,000 Maintenance QC Manager $4,00036,000 5.4.7 In addition, if an individual filling one or more Key Personnel roles is not available for the Maintenance Services and does not maintain active involvement in the prosecution and performance of the Maintenance Services and such individual has not been replaced by an individual approved by TxDOT, Maintenance Contractor acknowledges that TxDOT, the Maintenance Services and the Project will suffer significant and substantial additional Losses due to the unavailability of an approved individual to fill a Key Personnel role and that it is impracticable and extremely difficult to ascertain and determine the actual Losses which would accrue to TxDOT in such event. Therefore, for each day that a Key Personnel role is not filled by an approved individual, Maintenance Contractor agrees to pay TxDOT a liquidated amount as follows, for each position not filled, as deemed compensation to TxDOT for such Losses: POSITION LIQUIDATED DAMAGES AMOUNT Maintenance Manager $4,200 Maintenance QC Manager $3,600 5.4.8 Maintenance Contractor understands and agrees that any damages payable in accordance with Section Sections 5.4.6 and 5.4.7 are in the nature of liquidated damages and not a penalty and that such sums are reasonable under the circumstances existing as of the Effective Date. Maintenance Contactor shall pay to TxDOT within ten (10) Business Days after Maintenance Contractor’s receipt of an invoice therefor from TxDOT. In lieu of reimbursement, TxDOT, in its sole discretion, shall have the right to deduct such liquidated damages from any amounts owed by TxDOT to Maintenance Contractor or to collect such liquidated damages from any bond or Guaranty furnished under this Capital Comprehensive Maintenance Agreement. Notwithstanding the foregoing, Maintenance Contractor shall not be liable for liquidated damages under Section Sections 5.4.6 and 5.4.7 if: (a) Maintenance Contractor removes or replaces such personnel at the direction of TxDOT; (b) such individual is unavailable due to death, retirement, injury or no longer being employed by the applicable Maintenance Contractor-Contractor- Related Entity (provided that moving to an affiliated company shall not be considered grounds for avoiding liquidated damages); or (c) Maintenance Contractor identifies the replacement for any Key Maintenance Personnel within 60 Days after issuance of Maintenance NTP1, ; Maintenance NTP2 or Maintenance NTP3, as applicable; , provided, however, in each such case, Maintenance Contractor shall promptly propose to TxDOT a replacement for such personnel, approval of which individual shall be subject to TxDOT’s written consent. Following any TxDOT-TxDOT- approved substitution or replacement of a Key Maintenance Personnel pursuant to the terms hereof, the new individual shall be considered a Key Maintenance Personnel for all purposes under this Capital Comprehensive Maintenance Agreement, including the provisions of this Section 5.4.6 relative to liquidated damages. 5.4.8 Maintenance Contractor acknowledges and agrees that the Key Maintenance Personnel positions are of critical importance to TxDOT and the Project. In addition to the approval rights of TxDOT set forth in this Section 5.4 and the liquidated damages set forth in Section 5.4.6, if an individual in a Key Maintenance Personnel position leaves that position for a reason other than as set forth in clauses (a)-(c) of Section 5.4.7, TxDOT shall have the right to terminate this Capital Maintenance Agreement for default under Section 12, unless Maintenance Contractor provides TxDOT a replacement acceptable to TxDOT within 30 Days after the earlier of: (a) the date on which such individual has left his/her position; orSection