Common use of Matters Not Eligible for Maintenance Price Increase Clause in Contracts

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOT’s or other parties’ maintenance activities; (b) Maintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval by any DB Contractor-Related Entity; (c) Changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, or the materials and supplies used with the construction; (d) Acts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity; (e) Costs to the extent they could be avoided through mitigation by DB Contractor or by resequencing, reallocating or redeploying workforces; (f) Materials replacement, re-seeding and re-vegetation for erosion; (g) Design or construction Errors; (h) any costs covered by insurance available to DB Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action or inaction of adjoining property owners or TxDOT’s other contractors (unless arising from causes that otherwise give rise to a right to a Change Order); (j) Groundwater levels or subsurface moisture content; (k) Correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any suspensions, terminations, interruptions, denials, nonrenewals of, or delays in the issuance of, a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any situations (other than Force Majeure Events) that, while not within one of the categories delineated above, were or should have been anticipated, because such situations are referred to elsewhere in this CMA or arise out of the nature of the Maintenance Services; and (n) All other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Maintenance Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Maintenance Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Maintenance Contractor’s exclusive responsibility include the following: (a) Delay from TxDOT’s TxDOT or other parties’ maintenance activities; (b) Maintenance, replacement or repair of any component (whether or not it is a Maintained Maintenance Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any Maintenance Contractor-Related Entity or DB Contractor-Related Entity; (c) Changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Acts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any Maintenance Contractor-Related Entity or DB Contractor-Related Entity; (e) Costs to the extent they could be avoided through mitigation by DB the Maintenance Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacementreplacing, re-seeding and re-vegetation for erosion; (g) Design or construction Errors; (h) any Any costs covered by insurance available to DB proceeds received by (or on behalf of) Maintenance Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater levels or subsurface moisture content; (k) Correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Maintenance Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Comprehensive Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. 10.10.2 Maintenance Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by Maintenance Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Comprehensive Maintenance Agreement and that contingencies included in the Maintenance Price in Maintenance Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOTthe System Integrator’s or other parties’ maintenance activities; (b) Maintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Contractor-Related Entity; (c) Changes to the nature or frequency of Maintenance Services required to be performed (compared to the nature and frequency anticipated by the DB Contractor in its Proposal) arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Acts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity; (e) Costs to the extent they could be avoided through mitigation by the DB Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacement, re-seeding and re-vegetation for erosion; (g) Design or construction Errors; (h) any Any costs covered by insurance available to DB Contractor, any deductible or self-self- insured retention associated with such insurance, or and any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater levels or subsurface moisture content; (k) Correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. 10.10.2 DB Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by DB Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Agreement and that contingencies included in the Maintenance Price in DB Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Maintenance Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Maintenance Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Maintenance Contractor’s exclusive responsibility include the following: (a) Delay delay from TxDOT’s TxDOT or other parties’ maintenance activities; (b) Maintenancemaintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any Maintenance Contractor-Related Entity or DB Contractor-Related Entity; (c) Changes changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Actsacts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any Maintenance Contractor-Related Entity or DB Contractor-Related Entity; (e) Costs costs to the extent they could be avoided through mitigation by DB the Maintenance Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacementmaterials replacing, re-seeding and re-vegetation for erosion; (g) Design design or construction Errors; (h) any costs covered by insurance available to DB proceeds received by (or on behalf of) Maintenance Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater groundwater levels or subsurface moisture content; (k) Correction correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Maintenance Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. Maintenance Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by Maintenance Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Agreement and that contingencies included in the Maintenance Price in Maintenance Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. MAINTENANCE CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN THE MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH MAINTENANCE CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE CMA DOCUMENTS EXPRESSLY SPECIFY THAT MAINTENANCE CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 4.5 and Section 5 of the CMA and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOT’s or other parties’ maintenance activities; (b) Maintenancemaintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Contractor-Contractor- Related Entity; (cb) Changes changes to the nature or frequency of Maintenance Services required to be performed (compared to the nature and frequency anticipated by DB Contractor in its Proposal) arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (dc) Actsacts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity; (ed) Costs costs to the extent they could be avoided through mitigation by DB Contractor or by resequencingre- sequencing, reallocating re-allocating or redeploying workforces; (fe) Materials materials replacement, re-seeding and re-vegetation for erosion; (gf) Design design or construction Errors; (hg) any costs covered by insurance available to DB Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.43.3.16.3; (ih) Action action or inaction of adjoining property owners or TxDOT’s other contractors (unless arising from causes that otherwise give rise to a right to a Change Order); (ji) Groundwater groundwater levels or subsurface moisture content; (kj) Correction correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (lk) Any any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (ml) Any any situations (other than Force Majeure Events) that, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Contract or arise out of the nature of the Maintenance Services; and (nm) All all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. DB Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by DB Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Contract and that contingencies included in the Maintenance Price in DB Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. DB CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH DB CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE CMC DOCUMENTS EXPRESSLY SPECIFY THAT DB CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOTthe System Integrator’s or other parties’ maintenance activities; (b) Maintenance, replacement or repair of any component (whether or not it is a Maintained Maintenance Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Contractor-Related Entity; (c) Changes to the nature or frequency of Maintenance Services required to be performed (compared to the nature and frequency anticipated by the DB Contractor in its Proposal) arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Acts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity; (e) Costs to the extent they could be avoided through mitigation by the DB Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacement, re-seeding and re-vegetation for erosion; (g) Design or construction Errors; (h) any Any costs covered by insurance available to proceeds received by (or on behalf of) DB Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater levels or subsurface moisture content; (k) Correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Comprehensive Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. 10.10.2 DB Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by DB Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Comprehensive Maintenance Agreement and that contingencies included in the Maintenance Price in DB Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 4.5 and Section 5 of the CMA and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOT’s or other parties’ maintenance activities; (b) Maintenancemaintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Contractor-Contractor- Related Entity; (cb) Changes changes to the nature or frequency of Maintenance Services required to be performed (compared to the nature and frequency anticipated by the DB Contractor in its Proposal) arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (dc) Actsacts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity; (ed) Costs costs to the extent they could be avoided through mitigation by DB Contractor or by resequencingre- sequencing, reallocating re-allocating or redeploying workforces; (fe) Materials materials replacement, re-seeding and re-vegetation for erosion; (gf) Design design or construction Errors; (hg) any costs covered by insurance available to DB Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.43.4.16.3; (ih) Action action or inaction of adjoining property owners or TxDOT’s other contractors (unless arising from causes that otherwise give rise to a right to a Change Order); (ji) Groundwater groundwater levels or subsurface moisture content; (kj) Correction correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (lk) Any any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (ml) Any any situations (other than Force Majeure Events) that, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Contract or arise out of the nature of the Maintenance Services; and (nm) All all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. DB Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by DB Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Contract and that contingencies included in the Maintenance Price in DB Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. DB CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH DB CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE CMC DOCUMENTS EXPRESSLY SPECIFY THAT DB CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Maintenance Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Maintenance Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Maintenance Contractor’s exclusive responsibility include the following: (a) Delay delay from TxDOT’s TxDOT or other parties’ maintenance activities; (b) Maintenancemaintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Maintenance Contractor-Related Entity or Developer-Related Entity; (c) Changes changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Actsacts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Maintenance Contractor-Related Entity or Developer-Related Entity; (e) Costs costs to the extent they could be avoided through mitigation by DB the Maintenance Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacementmaterials replacing, re-seeding and re-vegetation for erosion; (g) Design design or construction Errors; (h) any costs covered by insurance available to DB proceeds received by (or on behalf of) Maintenance Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater groundwater levels or subsurface moisture content; (k) Correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any suspensions, terminations, interruptions, denials, nonrenewals of, or delays in the issuance of, a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any situations (other than Force Majeure Events) that, while not within one of the categories delineated above, were or should have been anticipated, because such situations are referred to elsewhere in this CMA or arise out of the nature of the Maintenance Services; and (n) All other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Maintenance Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Maintenance Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Maintenance Contractor’s exclusive responsibility include the following: (a) Delay : delay from TxDOT’s TxDOT or other parties’ maintenance activities; (b) Maintenance; maintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Maintenance Contractor-Related Entity or Developer-Related Entity; (c) Changes ; changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Acts; acts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Maintenance Contractor-Related Entity or Developer- Related Entity; (e) Costs ; costs to the extent they could be avoided through mitigation by DB the Maintenance Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacement; materials replacing, re-seeding and re-vegetation for erosion; (g) Design ; design or construction Errors; (h) ; any costs covered by insurance available to DB proceeds received by (or on behalf of) Maintenance Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action ; action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater ; groundwater levels or subsurface moisture content; (k) Correction ; correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any ; any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Maintenance Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any ; any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All and all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. Maintenance Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by Maintenance Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Agreement and that contingencies included in the Maintenance Price in Maintenance Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. MAINTENANCE CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN THE MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH MAINTENANCE CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE CMA DOCUMENTS EXPRESSLY SPECIFY THAT MAINTENANCE CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Maintenance Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Maintenance Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Maintenance Contractor’s exclusive responsibility include the following: (a) Delay from TxDOT’s TxDOT or other parties’ maintenance activities; (b) Maintenance, replacement or repair of any component (whether or not it is a Maintained Maintenance Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Maintenance Contractor-Related Entity or Maintenance Contractor-Related Entity; (c) Changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Acts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Maintenance Contractor-Related Entity or Maintenance Contractor-Related Entity; (e) Costs to the extent they could be avoided through mitigation by DB the Maintenance Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacementreplacing, re-seeding and re-vegetation for erosion; (g) Design or construction Errors; (h) any Any costs covered by insurance available to DB proceeds received by (or on behalf of) Maintenance Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater levels or subsurface moisture content; (k) Correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Maintenance Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Comprehensive Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. 10.10.2 Maintenance Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by Maintenance Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Comprehensive Maintenance Agreement and that contingencies included in the Maintenance Price in Maintenance Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 4.5 and Section 5 of the CMA and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOT’s or other parties’ maintenance activities; (b) Maintenancemaintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Contractor-Contractor- Related Entity; (cb) Changes changes to the nature or frequency of Maintenance Services required to be performed (compared to the nature and frequency anticipated by the DB Contractor in its Proposal) arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (dc) Actsacts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity; (ed) Costs costs to the extent they could be avoided through mitigation by DB Contractor or by resequencingre- sequencing, reallocating re-allocating or redeploying workforces; (fe) Materials materials replacement, re-seeding and re-vegetation for erosion; (gf) Design design or construction Errors; (hg) any costs covered by insurance available to DB Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.43.3.16.3; (ih) Action action or inaction of adjoining property owners or TxDOT’s other contractors (unless arising from causes that otherwise give rise to a right to a Change Order); (ji) Groundwater groundwater levels or subsurface moisture content; (kj) Correction correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (lk) Any any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (ml) Any any situations (other than Force Majeure Events) that, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Contract or arise out of the nature of the Maintenance Services; and (nm) All all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. DB Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by DB Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Contract and that contingencies included in the Maintenance Price in DB Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. DB CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH DB CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE CMC DOCUMENTS EXPRESSLY SPECIFY THAT DB CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Maintenance Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Maintenance Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Maintenance Contractor’s exclusive responsibility include the following: (a) Delay delay from TxDOT’s TxDOT or other parties’ maintenance activities; (b) Maintenancemaintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any Maintenance Contractor-Related Entity or DB Contractor-Related Entity; (c) Changes changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Actsacts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any Maintenance Contractor- Related Entity or DB Contractor-Related Entity;; Texas Department of Transportation Execution Version Horseshoe Project 70 Capital Maintenance Agreement (e) Costs costs to the extent they could be avoided through mitigation by DB the Maintenance Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacementmaterials replacing, re-seeding and re-vegetation for erosion; (g) Design design or construction Errors, excluding design Errors in the Xxxxxxxx XxXxxxxxx Bridges Design to the extent the DB Contractor does not have responsibility for such Errors under the Design-Build Agreement; (h) any costs covered by insurance available to DB proceeds received by (or on behalf of) Maintenance Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater groundwater levels or subsurface moisture content; (k) Correction correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Maintenance Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. Maintenance Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by Maintenance Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Agreement and that contingencies included in the Maintenance Price in Maintenance Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. MAINTENANCE CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN THE MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING Texas Department of Transportation Execution Version Horseshoe Project 71 Capital Maintenance Agreement ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH MAINTENANCE CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE CMA DOCUMENTS EXPRESSLY SPECIFY THAT MAINTENANCE CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Maintenance Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Maintenance Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Maintenance Contractor’s exclusive responsibility include the following: (a) Delay from TxDOTthe System Integrator’s or other parties’ maintenance activities; (b) Maintenance, replacement or repair of any component (whether or not it is a Maintained Maintenance Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Maintenance Contractor-Related Entity or Maintenance Contractor-Related Entity; (c) Changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Acts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Maintenance Contractor-Related Entity or Maintenance Contractor-Related Entity; (e) Costs to the extent they could be avoided through mitigation by DB the Maintenance Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacementreplacing, re-seeding and re-vegetation for erosion; (g) Design or construction Errors; (h) any Any costs covered by insurance available to DB proceeds received by (or on behalf of) Maintenance Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater levels or subsurface moisture content; (k) Correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Maintenance Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Comprehensive Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. 10.10.2 Maintenance Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by Maintenance Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Comprehensive Maintenance Agreement and that contingencies included in the Maintenance Price in Maintenance Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 4.5 and Section 5 of the CMA and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOT’s or other parties’ maintenance activities; (b) Maintenancemaintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Contractor-Contractor- Related Entity; (cb) Changes changes to the nature or frequency of Maintenance Services required to be performed (compared to the nature and frequency anticipated by the DB Contractor in its Proposal) arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (dc) Actsacts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity; (ed) Costs costs to the extent they could be avoided through mitigation by DB Contractor or by resequencingre- sequencing, reallocating re-allocating or redeploying workforces; (fe) Materials materials replacement, re-seeding and re-vegetation for erosion; (gf) Design design or construction Errors; (hg) any costs covered by insurance available to DB Contractor, any deductible or self-self- insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.43.4.16.3; (ih) Action action or inaction of adjoining property owners or TxDOT’s other contractors (unless arising from causes that otherwise give rise to a right to a Change Order); (ji) Groundwater groundwater levels or subsurface moisture content; (kj) Correction correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (lk) Any any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (ml) Any any situations (other than Force Majeure Events) that, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Contract or arise out of the nature of the Maintenance Services; and (nm) All all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. DB Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by DB Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Contract and that contingencies included in the Maintenance Price in DB Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. DB CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH DB CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE CMC DOCUMENTS EXPRESSLY SPECIFY THAT DB CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Maintenance Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Maintenance Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Maintenance Contractor’s exclusive responsibility include the following: (a) Delay delay from TxDOT’s TxDOT or other parties’ maintenance activities; (b) Maintenancemaintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Maintenance Contractor-Related Entity or Developer-Related Entity; (c) Changes changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Actsacts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Maintenance Contractor-Related Entity or Developer-Related Entity; (e) Costs costs to the extent they could be avoided through mitigation by DB the Maintenance Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacementmaterials replacing, re-seeding and re-vegetation for erosion; (g) Design design or construction Errors; (h) any costs covered by insurance available to DB proceeds received by (or on behalf of) Maintenance Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater groundwater levels or subsurface moisture content; (k) Correction correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Maintenance Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Comprehensive Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. Maintenance Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by Maintenance Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Comprehensive Maintenance Agreement and that contingencies included in the Maintenance Price in Maintenance Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. MAINTENANCE CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN THE MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH MAINTENANCE CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE COMA DOCUMENTS EXPRESSLY SPECIFY THAT MAINTENANCE CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Maintenance Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Maintenance Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Maintenance Contractor’s exclusive responsibility include the following: (a) Delay : delay from TxDOT’s TxDOT or other parties’ maintenance activities; (b) Maintenance; repairs to damage caused by third parties, except where the value of such damage exceeds $50,000 per incident; maintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Maintenance Contractor-Related Entity or Developer-Related Entity; (c) Changes ; changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Acts; acts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB ContractorMaintenance Contractor- Related Entity or Developer-Related Entity; (e) Costs ; costs to the extent they could be avoided through mitigation by DB the Maintenance Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacement; materials replacing, re-seeding and re-vegetation for erosion; (g) Design ; design or construction Errors; (h) defects, omissions, errors, flaws or inaccuracies. any costs covered by insurance available to DB proceeds received by (or on behalf of) Maintenance Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action ; action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater ; groundwater levels or subsurface moisture content; (k) Correction ; correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any ; any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Maintenance Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any ; any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All and all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. Maintenance Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by Maintenance Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Agreement and that contingencies included in the Maintenance Price in Maintenance Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. MAINTENANCE CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN THE MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH MAINTENANCE CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE CMA DOCUMENTS EXPRESSLY SPECIFY THAT MAINTENANCE CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 10 and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that which are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOTthe System Integrator’s or other parties’ maintenance activities; (b) Maintenance, replacement or repair of any component (whether or not it is a Maintained Maintenance Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Contractor-Related Entity or DB Contractor-Related Entity; (c) Changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction; (d) Acts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity or DB Contractor- Related Entity; (e) Costs to the extent they could be avoided through mitigation by the DB Contractor or by resequencingre-sequencing, reallocating re-allocating or redeploying workforces; (f) Materials replacementreplacing, re-seeding and re-vegetation for erosion; (g) Design or construction Errors; (h) any Any costs covered by insurance available to proceeds received by (or on behalf of) DB Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action or inaction of adjoining property owners or TxDOT’s 's other contractors (unless arising from causes that which otherwise give rise to a right to a Change Order); (j) Groundwater levels or subsurface moisture content; (k) Correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any situations (other than Force Majeure Events) thatwhich, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Comprehensive Maintenance Agreement or arise out of the nature of the Maintenance Services; and (n) All other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. 10.10.2 DB Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by DB Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Comprehensive Maintenance Agreement and that contingencies included in the Maintenance Price in DB Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 4.5 and Section 5 of the CMA and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOT’s or other parties’ maintenance activities; (b) Maintenancemaintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Contractor-Contractor- Related Entity; (cb) Changes changes to the nature or frequency of Maintenance Services required to be performed (compared to the nature and frequency anticipated by DB Contractor in its Proposal) arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction;; DocuSign Envelope ID: 69FAD993-F221-4BEC-895E-9675AB93CDF8 (dc) Actsacts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity; (ed) Costs costs to the extent they could be avoided through mitigation by DB Contractor or by resequencingre- sequencing, reallocating re-allocating or redeploying workforces; (fe) Materials materials replacement, re-seeding and re-vegetation for erosion; (gf) Design design or construction Errors; (hg) any costs covered by insurance available to DB Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.43.3.16.3; (ih) Action action or inaction of adjoining property owners or TxDOT’s other contractors (unless arising from causes that otherwise give rise to a right to a Change Order); (ji) Groundwater groundwater levels or subsurface moisture content; (kj) Correction correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (lk) Any any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (ml) Any any situations (other than Force Majeure Events) that, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Contract or arise out of the nature of the Maintenance Services; and (nm) All all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. DB Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by DB Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Contract and that contingencies included in the Maintenance Price in DB Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. DB CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH DB CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE CMC DOCUMENTS DocuSign Envelope ID: 69FAD993-F221-4BEC-895E-9675AB93CDF8 EXPRESSLY SPECIFY THAT DB CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, 4.5 and Section 5 of the CMA and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOT’s or other parties’ maintenance activities; (b) Maintenancemaintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract contract, or Governmental Approval by any DB Contractor-Contractor- Related Entity; (cb) Changes changes to the nature or frequency of Maintenance Services required to be performed (compared to the nature and frequency anticipated by DB Contractor in its Proposal) arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, Project or the materials and supplies used with the construction;; DocuSign Envelope ID: 8320AD6C-99DF-41FA-9908-4E441F89A70B (dc) Actsacts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity; (ed) Costs costs to the extent they could be avoided through mitigation by DB Contractor or by resequencingre- sequencing, reallocating re-allocating or redeploying workforces; (fe) Materials materials replacement, re-seeding and re-vegetation for erosion; (gf) Design design or construction Errors; (hg) any costs covered by insurance available to DB Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.43.3.16.3; (ih) Action action or inaction of adjoining property owners or TxDOT’s other contractors (unless arising from causes that otherwise give rise to a right to a Change Order); (ji) Groundwater groundwater levels or subsurface moisture content; (kj) Correction correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (lk) Any any suspensions, terminations, interruptions, denials, nonrenewals non-renewals of, or delays in the issuance of, of a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (ml) Any any situations (other than Force Majeure Events) that, while not within one of the categories delineated above, were or should have been anticipated, anticipated because such situations are referred to elsewhere in this CMA Capital Maintenance Contract or arise out of the nature of the Maintenance Services; and (nm) All all other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. DB Contractor hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by DB Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this Capital Maintenance Contract and that contingencies included in the Maintenance Price in DB Contractor’s sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities. DB CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN MAINTENANCE SERVICES, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE, DELAY, DISRUPTION, SUSPENSION OR ACCELERATION) FOR WHICH DB CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION, DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE MAINTENANCE SERVICES EXCEPT TO THE EXTENT THAT THE CMC DOCUMENTS DocuSign Envelope ID: 8320AD6C-99DF-41FA-9908-4E441F89A70B EXPRESSLY SPECIFY THAT DB CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION.

Matters Not Eligible for Maintenance Price Increase. 10.10.1 DB Contractor acknowledges and agrees that no increase in the Maintenance Price is available except in circumstances expressly provided for herein, that such Maintenance Price increase shall be available only as provided in this Section 10, and that DB Contractor shall bear full responsibility for the consequences of all other events and circumstances. Matters that are DB Contractor’s exclusive responsibility include the following: (a) Delay from TxDOT’s or other parties’ maintenance activities; (b) Maintenance, replacement or repair of any component (whether or not it is a Maintained Element), necessitated by any act, omission, negligence, intentional misconduct, or breach of applicable Law, contract or Governmental Approval by any DB Contractor-Related Entity; (c) Changes arising out of the design or construction of the Project, the volume or characteristics of traffic using the Project, or the materials and supplies used with the construction; (d) Acts, omissions, negligence, intentional misconduct or breach of contract, Law, or any Governmental Approval by any DB Contractor-Related Entity; (e) Costs to the extent they could be avoided through mitigation by DB Contractor or by resequencing, reallocating or redeploying workforces; (f) Materials replacement, re-seeding and re-vegetation for erosion; (g) Design or construction Errors; (h) any costs covered by insurance available to DB Contractor, any deductible or self-insured retention associated with such insurance, or any costs that would have been covered by any insurance that is deemed to be self-insured by DB Contractor under Section 7.8.4; (i) Action or inaction of adjoining property owners or TxDOT’s other contractors (unless arising from causes that otherwise give rise to a right to a Change Order); (j) Groundwater levels or subsurface moisture content;; Texas Department of Transportation - 75 - Execution Version I-635 LBJ East Project Capital Maintenance Agreement (k) Correction of Nonconforming Work and review and acceptance thereof by TxDOT (including rejected design submittals); (l) Any suspensions, terminations, interruptions, denials, nonrenewals of, or delays in the issuance of, a Governmental Approval that is required to be obtained by DB Contractor, any failure to obtain such Governmental Approval, and compliance with the terms and conditions of all Governmental Approvals; (m) Any situations (other than Force Majeure Events) that, while not within one of the categories delineated above, were or should have been anticipated, because such situations are referred to elsewhere in this CMA or arise out of the nature of the Maintenance Services; and (n) All other events beyond the control of TxDOT for which TxDOT has not expressly agreed to assume liability hereunder. 10.10.2 DB Contractor hereby assumes responsibility for all such matters and acknowledges and agrees that assumption by DB Contractor of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of this CMA and that contingencies included in the Maintenance Price in DB Contractor’s sole judgment constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities.