Common use of Parties to Transaction; Roles and Responsibilities Clause in Contracts

Parties to Transaction; Roles and Responsibilities. 2.2.1 The major parties involved in the public-private transaction are TxDOT and Developer. 2.2.2 Developer, in accordance with this Agreement, will be responsible for: (a) From the date of this Agreement through the execution of a Facility Agreement for the final Facility of the Project, unless earlier terminated in accordance with this Agreement, carrying out the rights and responsibilities of Developer under this Agreement, including: (1) Pursuing the development of the Facilities, in accordance with the Contract Documents and the Project Schedule; (2) Providing technical support and services to TxDOT and its environmental consultants to complete the environmental documents under NEPA, in accordance with the Contract Documents; (3) Preparing and updating a Master Development Plan for the Project, including a Master Financial Plan; (4) Preparing, implementing and updating, as necessary, a Project (5) Providing ideas, concepts, comments and technical support to (6) At TxDOT’s request, performing or causing to be performed the preliminary engineering and related studies and investigations necessary to complete the conceptual planning and master development of the Project and the Facilities in accordance with the Facility NEPA environmental documents; (7) At TxDOT’s request, preparing, for TxDOT’s approval, right-of- way acquisition plans as part of the Facility Implementation Plans; (8) Preparing Facility Implementation Plans and carrying out the Work and services identified as Developer’s responsibility under TxDOT approved Facility Implementation Plans; and (9) Preparing Facility Financial Plans for the financing of Facilities, and implementing such Plans to the extent of Developer’s responsibilities thereunder; and (b) For each Facility which is to be self-performed in whole or in part by Developer or its Affiliate, carrying out the obligations of Developer or its Affiliate set forth in the Facility Agreements to which Developer or its Affiliate is a party. (c) Developer’s Work under Sections 2.2.2(a) and 2.2.2(b) does not include the preparation of any market valuations, as such term is used in Section 228.0111 of the Code. Any and all Work performed by or on behalf of Developer or any of its Affiliates pursuant to any Contract Document will not be designated as a market valuation for any Facility under Section 228.0111 of the Code. Notwithstanding the foregoing, all such Work is TxDOT property pursuant to Section 23.5. 2.2.3 TxDOT, in accordance with this Agreement, will be responsible for: (a) With input from Developer, finalizing the TxDOT standards and specifications for each Facility, and the basic alignment of the Project and the Facilities, in accordance with the Contract Documents; (b) Carrying out its responsibilities as lead State agency under NEPA in connection with the proposed Facilities, including exclusive oversight of its environmental consultants, the environmental documents prepared thereby and the making of findings in connection therewith; (c) Making available to Developer information and documents that are publicly available, are in the possession of TxDOT from time to time, are relevant to the Project and are reasonably needed by Developer for performance of the Work; (d) Leading the negotiation and preparation of the Facility Agreements to ensure they are consistent with the Contract Documents and contain pricing and other terms and conditions satisfactory to TxDOT; (e) Reviewing and providing comments on Deliverables in accordance with Section 9.3, as well as other contracts as required to ensure they are consistent with this Agreement; (f) Carrying out the work and services identified as TxDOT’s responsibility under TxDOT approved Facility Implementation Plans; (g) Providing access to TxDOT-owned right-of-way in accordance with (h) Funding Developer’s compensation in accordance with the terms and conditions of this Agreement and the other Contract Documents based upon satisfaction by Developer of Project and Facility Milestones; and (i) Reviewing and auditing the books, consolidated financial statements and records of Developer to verify compliance with the terms of this Agreement.

Parties to Transaction; Roles and Responsibilities. 2.2.1 The major parties involved in the public-private transaction are TxDOT and Developer. 2.2.2 Developer, in accordance with this Agreement, will be responsible for: (a) From the date of this Agreement through the execution of a Facility Agreement for the final Facility of the Project, unless earlier terminated in accordance with this Agreement, carrying out the rights and responsibilities of Developer under this Agreement, including: (1) Pursuing the development of the Facilities, in accordance with the Contract Documents and the Project Schedule; (2) Providing technical support and services to TxDOT and its environmental consultants to complete the environmental documents under NEPA, in accordance with the Contract Documents; (3) Preparing and updating a Master Development Plan for the Project, including a Master Financial Plan; (4) Preparing, implementing and updating, as necessary, a ProjectProject Management Plan; (5) Providing ideas, concepts, comments and technical support toto TxDOT in connection with TxDOT’s decisions to finalize the standards and specifications for the Project and the Facilities in accordance with the Contract Documents; (6) At TxDOT’s request, performing or causing to be performed the preliminary engineering and related studies and investigations necessary to complete the conceptual planning and master development of the Project and the Facilities in accordance with the Facility NEPA environmental documents; (7) At TxDOT’s request, preparing, for TxDOT’s approval, right-of- way acquisition plans as part of the Facility Implementation Plans; (8) Preparing Facility Implementation Plans and carrying out the Work and services identified as Developer’s responsibility under TxDOT approved Facility Implementation Plans; and (9) Preparing Facility Financial Plans for the financing of Facilities, and implementing such Plans to the extent of Developer’s responsibilities thereunder; and (b) For each Facility which is to be self-performed in whole or in part by Developer or its Affiliate, carrying out the obligations of Developer or its Affiliate set forth in the Facility Agreements to which Developer or its Affiliate is a party. (c) Developer’s Work under Sections 2.2.2(a) and 2.2.2(b) does not include the preparation of any market valuations, as such term is used in Section 228.0111 of the Code. Any and all Work performed by or on behalf of Developer or any of its Affiliates pursuant to any Contract Document will not be designated as a market valuation for any Facility under Section 228.0111 of the Code. Notwithstanding the foregoing, all such Work is TxDOT property pursuant to Section 23.5. 2.2.3 TxDOT, in accordance with this Agreement, will be responsible for: (a) With input from Developer, finalizing the TxDOT standards and specifications for each Facility, and the basic alignment of the Project and the Facilities, in accordance with the Contract Documents; (b) Carrying out its responsibilities as lead State agency under NEPA in connection with the proposed Facilities, including exclusive oversight of its environmental consultants, the environmental documents prepared thereby and the making of findings in connection therewith; (c) Making available to Developer information and documents that are publicly available, are in the possession of TxDOT from time to time, are relevant to the Project and are reasonably needed by Developer for performance of the Work; (d) Leading the negotiation and preparation of the Facility Agreements to ensure they are consistent with the Contract Documents and contain pricing and other terms and conditions satisfactory to TxDOT; (e) Reviewing and providing comments on Deliverables in accordance with Section 9.3, as well as other contracts as required to ensure they are consistent with this Agreement; (f) Carrying out the work and services identified as TxDOT’s responsibility under TxDOT approved Facility Implementation Plans; (g) Providing access to TxDOT-owned right-of-way in accordance withwith Section 11.3; (h) Funding Developer’s compensation in accordance with the terms and conditions of this Agreement and the other Contract Documents based upon satisfaction by Developer of Project and Facility Milestones; and (i) Reviewing and auditing the books, consolidated financial statements and records of Developer to verify compliance with the terms of this Agreement.