Common use of Limitations on the Developer’s Right to Rely Clause in Contracts

Limitations on the Developer’s Right to Rely. ‌ (a) The Developer expressly acknowledges and agrees that the Department’s rights, if any, under the Project Agreements:‌ (i) to review, comment on, approve, disapprove and/or accept designs, plans, specifications, work plans, construction, equipment, installation, plans for maintenance, traffic management, policing and/or Project management, books, records, reports or statements, or documents pertaining to Developer Debt and Financing Assignments, (ii) to review, comment on and approve or disapprove qualifications and performance of, and to communicate with, Contractors, and (iii) to perform Oversight Services, exist solely for the benefit and protection of the Department, do not create or impose upon the Department any standard or duty of care toward any Developer Party, all of which are hereby disclaimed, may not be relied upon, nor may the Department’s exercise or failure to exercise any such rights be relied upon, by the Developer in determining whether the Developer has satisfied the standards and requirements set forth in this Agreement and may not be asserted, nor may the Department’s exercise or failure to exercise any such rights be asserted, against the Department by the Developer as a defense, legal or equitable, to the Developer’s obligation to fulfill such standards and requirements; provided, that the foregoing will not limit the Department’s liabilities or obligations pursuant to this Agreement. (b) To the maximum extent permitted by Law, and subject to the provisions of this Agreement, the Developer hereby releases and discharges the Department from any and all duty and obligation to cause permitting, Project Right of Way acquisition, Utility Relocation, construction, equipping, operations, maintenance, policing, renewal, replacement, traffic management or other management of or for the Project or the Project Right of Way, by the Department, to satisfy the standards and requirements set forth in the Project Agreements that has been allocated to the Developer hereunder; provided, that the foregoing will not limit the Department’s liability or obligations under this Agreement. The Department will be entitled to remedies for Non-Conforming Work pursuant to Section 8.11(b).‌ (c) No rights of the Department described in Section 10.06(a), no exercise or failure to exercise such rights, no failure of the Department to meet any particular standard of care in the exercise of such rights, no issuance of permits or certificates of completion or acceptance and no Project Completion of the Project or any Project Enhancement will:‌ (i) relieve the Developer from performance of the Work or of its responsibility for the selection and the competent performance of its Contractors; (ii) relieve the Developer of any of its obligations or liabilities under the Project Agreements; (iii) be deemed or construed to waive any of the Department’s rights and remedies under the Project Agreements; or (iv) be deemed or construed as any kind of representation or warranty, express or implied, by the Department, except as expressly noted therein. (d) Notwithstanding Section 10.06(a), (b) and (c) above: (i) any Limited Notices to Proceed, Notices to Proceed and certificates or notices of Service Commencement and Project Completion will be binding on the Department and the Developer will be entitled to rely thereon; provided however, that the delivery of such notices and certificates will not constitute a waiver by the Department of any breach of this Agreement by the Developer or relieve the Developer of any of its obligations hereunder; and (ii) the Developer will be entitled to rely on specific approved written Deviations and interpretative engineering decisions the Department gives pursuant to this Agreement in accordance with the Technical Requirements, the Design-Build Contract or any Development Contract, and any Law.

Limitations on the Developer’s Right to Rely. ‌ (a) The Developer expressly acknowledges and agrees that the Department’s rights, if any, under the Project Agreements:‌ (i) to review, comment on, approve, disapprove and/or accept designs, plans, specifications, work plans, construction, equipment, installation, plans for maintenance, traffic management, policing and/or Project management, books, records, reports or statements, or documents pertaining to Developer Debt and Financing Assignments, (ii) to review, comment on and approve or disapprove qualifications and performance of, and to communicate with, Contractors, and (iii) to perform Oversight Services, exist solely for the benefit and protection of the Department, do not create or impose upon the Department any standard or duty of care toward any Developer Party, all of which are hereby disclaimed, may not be relied upon, nor may the Department’s exercise or failure to exercise any such rights be relied upon, by the Developer in determining whether the Developer has satisfied the standards and requirements set forth in this Agreement and may not be asserted, nor may the Department’s exercise or failure to exercise any such rights be asserted, against the Department by the Developer as a defense, legal or equitable, to the Developer’s obligation to fulfill such standards and requirements; provided, that the foregoing will not limit the Department’s liabilities or obligations pursuant to this Agreement., (b) To the maximum extent permitted by Law, and subject to the provisions of this Agreement, the Developer hereby releases and discharges the Department from any and all duty and obligation to cause permitting, Project Right of Way acquisition, Utility Relocation, construction, equipping, operations, maintenance, policing, renewal, replacement, traffic management or other management of or for the Project or the Project Right of Way, by the Department, to satisfy the standards and requirements set forth in the Project Agreements that has been allocated to the Developer hereunder; provided, that the foregoing will not limit the Department’s liability or obligations under this Agreement. The Department will be entitled to remedies for Non-Conforming Work pursuant to Section 8.11(b).‌ (c) No rights of the Department described in Section 10.06(a), no exercise or failure to exercise such rights, no failure of the Department to meet any particular standard of care in the exercise of such rights, no issuance of permits or certificates of completion or acceptance and no Project Completion of the Project or any Project Enhancement will:‌ (i) relieve the Developer from performance of the Work or of its responsibility for the selection and the competent performance of its Contractors; (ii) relieve the Developer of any of its obligations or liabilities under the Project Agreements; (iii) be deemed or construed to waive any of the Department’s rights and remedies under the Project Agreements; or (iv) be deemed or construed as any kind of representation or warranty, express or implied, by the Department, except as expressly noted therein. (d) Notwithstanding Section 10.06(a), (b) and (c) above: (i) any Limited Notices to Proceed, Notices to Proceed and certificates or notices of Service Commencement and Project Completion will be binding on the Department and the Developer will be entitled to rely thereon; provided however, that the delivery of such notices and certificates will not constitute a waiver by the Department of any breach of this Agreement by the Developer or relieve the Developer of any of its obligations hereunder; and (ii) the Developer will be entitled to rely on specific approved written Deviations and interpretative engineering decisions the Department gives pursuant to this Agreement in accordance with the Technical Requirements, the Design-Build Contract or any Development Contract, and any Law.

Limitations on the Developer’s Right to Rely. ‌ (a) The Developer expressly acknowledges and agrees that the Department’s rights, if any, under the Project Agreements:‌Agreements: (i) to review, comment on, approve, disapprove and/or accept designs, plans, specifications, work plans, construction, equipment, installation, plans for maintenance, traffic management, policing and/or Project management, books, records, reports or statements, or documents pertaining to Developer Debt and Financing Assignments, (ii) to review, comment on and approve or disapprove qualifications and performance of, and to communicate with, Contractors, and (iii) to perform Oversight Services, exist solely for the benefit and protection of the Department, do not create or impose upon the Department any standard or duty of care toward any Developer Party, all of which are hereby disclaimed, may not be relied upon, nor may the Department’s exercise or failure to exercise any such rights be relied upon, by the Developer in determining whether the Developer has satisfied the standards and requirements set forth in this Agreement and may not be asserted, nor may the Department’s exercise or failure to exercise any such rights be asserted, against the Department by the Developer as a defense, legal or equitable, to the Developer’s obligation to fulfill such standards and requirements; provided, that the foregoing will not limit the Department’s liabilities or obligations pursuant to this Agreement. (b) To the maximum extent permitted by Law, and subject to the provisions of this Agreement, the Developer hereby releases and discharges the Department from any and all duty and obligation to cause permitting, Project Right of Way acquisition, Utility Relocation, construction, equipping, operations, maintenance, policing, renewal, replacement, traffic management or other management of or for the Project or the Project Right of Way, by the Department, to satisfy the standards and requirements set forth in the Project Agreements that has been allocated to the Developer hereunderAgreements; provided, that the foregoing will not limit the Department’s liability or obligations under this Agreement. The Department will be entitled to remedies for Non-Conforming Work pursuant to Section 8.11(b).‌8.11(b). (c) No rights of the Department described in Section 10.06(a), no exercise or failure to exercise such rights, no failure of the Department to meet any particular standard of care in the exercise of such rights, no issuance of permits or certificates of completion or acceptance and no Project Completion of the Project or any Project Enhancement will:‌will: (i) relieve the Developer from performance of the Work or of its responsibility for the selection and the competent performance of its Contractors; (ii) relieve the Developer of any of its obligations or liabilities under the Project Agreements; (iii) be deemed or construed to waive any of the Department’s rights and remedies under the Project Agreements; or (iv) be deemed or construed as any kind of representation or warranty, express or implied, by the Department, except as expressly noted therein. (d) Notwithstanding Section 10.06(a), (b) and (c) above: (i) any Limited Notices to Proceed, Notices to Proceed and certificates or notices of Service Commencement and Project Completion will be binding on the Department and the Developer will be entitled to rely thereon; provided however, that the delivery of such notices and certificates will not constitute a waiver by the Department of any breach of this Agreement by the Developer or relieve the Developer of any of its obligations hereunder; and (ii) the Developer will be entitled to rely on specific approved written Deviations and interpretative engineering decisions the Department gives pursuant to this Agreement in accordance with the Technical Requirements, the Design-Build Contract or any Development Contract, and any Law.

Limitations on the Developer’s Right to Rely. ‌ (a) The Developer expressly acknowledges and agrees that the Department’s rights, if any, under the Project Agreements:‌ (i) to review, comment on, approve, disapprove and/or accept designs, plans, specifications, work plans, construction, equipment, installation, plans for maintenance, traffic management, policing and/or Project management, books, records, reports or statements, or documents pertaining to Developer Debt and Financing Assignments, (ii) to review, comment on and approve or disapprove qualifications and performance of, and to communicate with, Contractors, and (iii) to perform Oversight Services, exist solely for the benefit and protection of the Department, do not create or impose upon the Department any standard or duty of care toward any Developer Party, all of which are hereby disclaimed, may not be relied upon, nor may the Department’s exercise or failure to exercise any such rights be relied upon, by the Developer in determining whether the Developer has satisfied the standards and requirements set forth in this Agreement and may not be asserted, nor may the Department’s exercise or failure to exercise any such rights be asserted, against the Department by the Developer as a defense, legal or equitable, to the Developer’s obligation to fulfill such standards and requirements; provided, that the foregoing will not limit the Department’s liabilities or obligations pursuant to this Agreement. (b) To the maximum extent permitted by Law, and subject to the provisions of this Agreement, the Developer hereby releases and discharges the Department from any and all duty and obligation to cause permitting, Project Right of Way acquisition, Utility Relocation, construction, equipping, operations, maintenance, policing, renewal, replacement, traffic management or other management of or for the Project or the Project Right of Way, by the Department, to satisfy the standards and requirements set forth in the Project Agreements that that‌ has been allocated to the Developer hereunder; provided, that the foregoing will not limit the Department’s liability or obligations under this Agreement. The Department will be entitled to remedies for Non-Conforming Work pursuant to Section 8.11(b).‌8.11(b). (c) No rights of the Department described in Section 10.06(a), no exercise or failure to exercise such rights, no failure of the Department to meet any particular standard of care in the exercise of such rights, no issuance of permits or certificates of completion or acceptance and no Project Completion of the Project or any Project Enhancement will:‌ (i) relieve the Developer from performance of the Work or of its responsibility for the selection and the competent performance of its Contractors; (ii) relieve the Developer of any of its obligations or liabilities under the Project Agreements; (iii) be deemed or construed to waive any of the Department’s rights and remedies under the Project Agreements; or (iv) be deemed or construed as any kind of representation or warranty, express or implied, by the Department, except as expressly noted therein. (d) Notwithstanding Section 10.06(a), (b) and (c) above: (i) any Limited Notices to Proceed, Notices to Proceed and certificates or notices of Service Commencement and Project Completion will be binding on the Department and the Developer will be entitled to rely thereon; provided however, that the delivery of such notices and certificates will not constitute a waiver by the Department of any breach of this Agreement by the Developer or relieve the Developer of any of its obligations hereunder; and (ii) the Developer will be entitled to rely on specific approved written Deviations and interpretative engineering decisions the Department gives pursuant to this Agreement in accordance with the Technical Requirements, the Design-Build Contract or any Development Contract, and any Law.