Common use of Key Personnel Change Fees Clause in Contracts

Key Personnel Change Fees. As deemed compensation to TxDOT for Losses described in Section 8.3.1.4 of the General Conditions, DB Contractor agrees to pay to TxDOT the following Key Personnel Change Fees amounts in accordance with such section. The Key Personnel Change Fees shall be assessed in the amounts set forth below for changes to Key Personnel during the periods described below. Each period shall be determined by the progress percentages, which are calculated by dividing the DB Contractor’s earned to date amount set forth in the most recent Draw Request by the Price. POSITION KEY PERSONNEL CHANGE FEE PERIODS PERIOD 1 (0% - 25% Progress Percentage) PERIOD 2 (25% - 50% Progress Percentage) PERIOD 3 (50% - 75% Progress Percentage) PERIOD 4 (75% - 100% Progress Percentage) Project Manager $465,000 $465,000 $465,000 $232,500 Construction Manager $435,000 $435,000 $435,000 $217,500 Design Manager $405,000 $405,000 $202,500 $101,250 Lead Maintenance of Traffic (MOT) Design Engineer $120,000 $120,000 $120,000 $60,000 Independent Quality Firm Manager $285,000 $285,000 $285,000 $142,500 Professional Services Quality Assurance Manager $270,000 $270,000 $135,000 $67,500 Maintenance Manager $135,000 $135,000 $101,250 $67,500 Safety Manager $270,000 $270,000 $135,000 $67,500 Lead MOT Implementation Manager $285,000 $285,000 $285,000 $142,500

Key Personnel Change Fees. As deemed compensation to TxDOT for Losses described in Section 8.3.1.4 of the General Conditions, DB Contractor agrees to pay to TxDOT the following Key Personnel Change Fees amounts in accordance with such section. The Key Personnel Change Fees shall be assessed in the amounts set forth below for changes to Key Personnel during the periods described below. Each period shall be determined by the progress percentages, percentages which are calculated by dividing the DB Contractor’s earned to date amount set forth in the most recent Draw Request by the Price. POSITION KEY PERSONNEL CHANGE FEE PERIODS FEES PERIOD 1 (0% - 250%-40% Progress Percentage) PERIOD 2 (25% - 5040%-60% Progress Percentage) PERIOD 3 (50% - 7560%- 80% Progress Percentage) PERIOD 4 (75% - 80%- 100% Progress Percentage) Project Manager $465,000 150,000 $465,000 150,000 $465,000 75,000 $232,500 75,000 Construction Manager $435,000 150,000 $435,000 150,000 $435,000 75,000 $217,500 75,000 Design Manager $405,000 150,000 $405,000 75,000 $202,500 75,000 $101,250 37,500 Lead Maintenance of Traffic (MOT) Design Engineer $120,000 150,000 $120,000 150,000 $120,000 75,000 $60,000 75,000 Independent Quality Firm Manager $285,000 150,000 $285,000 150,000 $285,000 150,000 $142,500 150,000 Professional Services Quality Assurance Manager $270,000 150,000 $270,000 75,000 $135,000 75,000 $67,500 Maintenance Manager $135,000 $135,000 $101,250 $67,500 Safety Manager $270,000 $270,000 $135,000 $67,500 Lead MOT Implementation Manager $285,000 $285,000 $285,000 $142,50037,500

Key Personnel Change Fees. As deemed compensation to TxDOT for Losses described in Section 8.3.1.4 of the General Conditions, DB Contractor agrees to pay to TxDOT the following Key Personnel Change Fees amounts in accordance with such section. The Key Personnel Change Fees shall be assessed in the amounts set forth below for changes to Key Personnel during the periods described below. Each period shall be determined by the progress percentages, which are calculated by dividing the DB Contractor’s earned to date amount set forth in the most recent Draw Request by the Price. POSITION KEY PERSONNEL CHANGE FEE PERIODS PERIOD 1 (0% - 25% Progress Percentage) PERIOD 2 (25% - 50% Progress Percentage) PERIOD 3 (50% - 75% Progress Percentage) PERIOD 4 (75% - 100% Progress Percentage) Project Manager $465,000 $465,000 $465,000 $232,500 Construction Manager $435,000 $435,000 $435,000 $217,500 Design Manager $405,000 $405,000 $202,500 $101,250 Lead Maintenance of Traffic (MOT) Design Engineer $120,000 $120,000 $120,000 $60,000 Independent Quality Firm Manager $285,000 $285,000 $285,000 $142,500 Professional Services Quality Assurance Manager $270,000 $270,000 $135,000 $67,500 Maintenance Manager $135,000 $135,000 $101,250 $67,500 Safety Manager $270,000 $270,000 $135,000 $67,500 Lead MOT Implementation Manager $285,000 $285,000 $285,000 $142,500142,500 DocuSign Envelope ID: 8320AD6C-99DF-41FA-9908-4E441F89A70B

Key Personnel Change Fees. As deemed compensation to TxDOT for Losses described in Section 8.3.1.4 of the General Conditions, DB Contractor agrees to pay to TxDOT the following Key Personnel Change Fees Fee amounts set forth in the table below in accordance with such section. The For purposed of calculating the Key Personnel Change Fees shall be assessed in Fees, the amounts set forth below for changes to Key Personnel during the periods described below. Each period shall “Progress Percentages” will be determined by the progress percentages, which are calculated by dividing the DB Contractor’s earned to earned-to-date amount amount, set forth in the DB Contractor’s most recent recently approved Draw Request Request, by the Price. POSITION KEY PERSONNEL CHANGE FEE PERIODS PERIOD Position Fee During Period 1 (0% - 2540% Progress Percentage) PERIOD Fee During Period 2 (25>40% - 5060% Progress Percentage) PERIOD Fee During Period 3 (50>60% - 7580% Progress Percentage) PERIOD Fee During Period 4 (75>80% - 100% Progress Percentage) Project Manager $465,000 389,000 $465,000 389,000 $465,000 194,500 $232,500 194,500 Construction Manager $435,000 410,000 $435,000 410,000 $435,000 205,000 $217,500 205,000 Design Manager $405,000 182,000 $405,000 91,000 $202,500 91,000 $101,250 45,500 Lead Maintenance of Traffic (MOT) Design Engineer $120,000 154,000 $120,000 154,000 $120,000 77,000 $60,000 77,000 Independent Quality Firm Manager $285,000 342,000 $285,000 342,000 $285,000 171,000 $142,500 171,000 Professional Services Quality Assurance Manager $270,000 273,000 $270,000 136,500 $135,000 136,500 $67,500 Maintenance 68,250 Environmental Compliance Manager $135,000 214,000 $135,000 214,000 $101,250 214,000 $67,500 214,000 Safety Manager $270,000 154,000 $270,000 154,000 $135,000 154,000 $67,500 Lead MOT Implementation 154,000 Utility Manager $285,000 278,000 $285,000 278,000 $285,000 278,000 $142,500278,000 Certified Arborist $154,000 $154,000 $115,500 $77,000 ROW Acquisition Manager $206,000 $154,500 $103,000 $51,500

Key Personnel Change Fees. As deemed compensation to TxDOT for Losses described in Section 8.3.1.4 of the General Conditions, DB Contractor agrees to pay to TxDOT the following Key Personnel Change Fees amounts in accordance with such section. The Key Personnel Change Fees shall be assessed in the amounts set forth below for changes to Key Personnel during the periods described below. Each period shall be determined by the progress percentages, percentages which are calculated by dividing the DB Contractor’s earned to date amount set forth in the most recent Draw Request by the Price. POSITION KEY PERSONNEL CHANGE FEE PERIODS FEES PERIOD 1 (0% - 250%-40% Progress Percentage) PERIOD 2 (25% - 5040%-60% Progress Percentage) PERIOD 3 (50% - 7560%- 80% Progress Percentage) PERIOD 4 (75% - 80%- 100% Progress Percentage) Project Manager $465,000 150,000 $465,000 150,000 $465,000 75,000 $232,500 75,000 Construction Manager $435,000 150,000 $435,000 150,000 $435,000 75,000 $217,500 75,000 Design Manager $405,000 150,000 $405,000 75,000 $202,500 75,000 $101,250 37,500 Lead Maintenance of Traffic (MOT) Design Engineer $120,000 150,000 $120,000 150,000 $120,000 75,000 $60,000 75,000 Independent Quality Firm Manager $285,000 150,000 $285,000 150,000 $285,000 150,000 $142,500 150,000 Professional Services Quality Assurance Manager $270,000 150,000 $270,000 75,000 $135,000 75,000 $67,500 Maintenance Manager $135,000 $135,000 $101,250 $67,500 Safety Manager $270,000 $270,000 $135,000 $67,500 Lead MOT Implementation Manager $285,000 $285,000 $285,000 $142,50037,500 DocuSign Envelope ID: 05C1F150-2AD5-4643-82AF-864EEA18D456