Common use of Representations, Warranties and Acknowledgments Clause in Contracts

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Contractor 11.1.1 To the extent of the Maintenance Services, DB Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained Elements. 11.1.2 DB Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build Contract; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Contractor shall not be entitled to (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Contractor 11.1.1 To the extent of the Maintenance Services, DB Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained Elements. 11.1.2 DB Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractAgreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Contractor- Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Contractor 11.1.1 To the extent of the Maintenance Services, DB Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Contractor assumes, with respect to the Maintained Maintenance Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractAgreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Contractor- Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA COMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Maintenance Contractor 11.1.1 To the extent of the Maintenance Services, DB Maintenance Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Maintenance Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractAgreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Maintenance Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Maintenance Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Maintenance Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities or the DB Contractor-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Maintenance Contractor 11.1.1 To the extent of the Maintenance Services, DB Maintenance Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Maintenance Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractDevelopment Agreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Developer-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Maintenance Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Developer-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Developer-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Maintenance Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Maintenance Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities or the Developer-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Contractor 11.1.1 To the extent of the Maintenance Services, DB Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Contractor assumes, with respect to the Maintained Maintenance Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractAgreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor- Related Entities and the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA COMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Contractor- Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of Entities and the DB Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.Contractor-

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Maintenance Contractor 11.1.1 To the extent of the Maintenance Services, DB Maintenance Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Maintenance Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work Maintenance ServicesWork under the Design-Build ContractDevelopment Agreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Developer-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Maintenance Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Developer-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Developer-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Maintenance Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Maintenance Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities or the Developer-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Maintenance Contractor 11.1.1 To the extent of the Maintenance Services, DB Maintenance Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Maintenance Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build Contract; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks.construction 11.1.3 DB Maintenance Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Maintenance Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Maintenance Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities or the DB Contractor-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Maintenance Contractor 11.1.1 To the extent of the Maintenance Services, DB Maintenance Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Maintenance Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractAgreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Maintenance Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Maintenance Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Maintenance Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.and

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Maintenance Contractor 11.1.1 To the extent of the Maintenance Services, DB Maintenance Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Maintenance Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractAgreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Maintenance Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA COMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Maintenance Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Maintenance Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities or the DB Contractor-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Maintenance Contractor 11.1.1 To the extent of the Maintenance Services, DB Maintenance Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Maintenance Contractor assumes, with respect to the Maintained Maintenance Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractAgreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Maintenance Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA COMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Maintenance Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Maintenance Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities or the DB Contractor-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB ContractorMaintenance Contractor Maintenance Contractor acknowledges and agrees that: 11.1.1 To the extent of the Maintenance Services, DB Maintenance Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Maintenance Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractAgreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Maintenance Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities and the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Maintenance Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Maintenance Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the Maintenance Contractor-Related Entities or the DB Contractor-Related Entities. Texas Department of Transportation Execution Version Horseshoe Project 74 Capital Maintenance Agreement 11.2 Disclaimers By TxDOT 11.2.1 TxDOT does not make any representation regarding or warrant the design and construction of the Project; the existence or non-existence of any design defects, omissions, errors, or inaccuracies; the existence of any construction defects or flaws; the traffic volume projections or revenue projections; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; the compliance by any member of the DB Contractor-Related Entities with the terms of the DBA; or, the utility, suitability, or fitness of the Project for its intended use. 11.2.2 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TXDOT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION OR QUALITY OF THE PROJECT, THE PROJECT ROW OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE PROJECT ROW, THE WORK, THE MAINTENANCE SERVICES AND THE PROJECT AND TXDOT SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROJECT, THE PROJECT ROW, THE WORK AND THE MAINTENANCE SERVICES, OR ANY PART THEREOF, OR COMPLIANCE WITH APPLICABLE LAWS OR GOVERNMENTAL APPROVALS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TXDOT EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE PROJECT, THE WORK, THE PROJECT ROW, OR THE SUITABILITY THEREOF IN CONNECTION WITH THE MAINTENANCE SERVICES AND NO SCHEDULE OR EXHIBIT TO THE CMA DOCUMENTS, NOR ANY OTHER MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY TXDOT, SHALL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION OR QUALITY OF THE PROJECT, THE WORK OR THE PROJECT ROW. 11.3 TxDOT Representations and Warranties TxDOT represents and warrants to Maintenance Contractor as follows: 11.3.1 TxDOT has full power, right and authority to execute, deliver and perform its obligations under, in accordance with and subject to the terms and conditions of the CMA Documents to which it is a Party. 11.3.2 Each Person executing the CMA Documents on behalf of TxDOT to which TxDOT is a Party has been or at the time of execution will be duly authorized to execute each such document on behalf of TxDOT. 11.3.3 There is no action, suit, proceeding, investigation or litigation pending and served on TxDOT which challenges TxDOT’s authority to execute, deliver or perform, or the validity or enforceability of, the CMA Documents to which TxDOT is a Party, or which challenges the authority of the officials executing the CMA Documents. Texas Department of Transportation Execution Version Horseshoe Project 75 Capital Maintenance Agreement

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Maintenance Contractor 11.1.1 To the extent of the Maintenance Services, DB Maintenance Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Maintenance Contractor assumes, with respect to the Maintained Maintenance Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractAgreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Maintenance Contractor- Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Maintenance Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Maintenance Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA COMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Maintenance Contractor- Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Maintenance Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Maintenance Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities or the Maintenance Contractor-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB ContractorContractor DB Contractor acknowledges and agrees that: 11.1.1 To the extent of the Maintenance Services, DB Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained Elements. 11.1.2 DB Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build Contract; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Contractor shall not be entitled to (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.

Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Maintenance Contractor 11.1.1 To the extent of the Maintenance Services, DB Maintenance Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained ElementsProject. 11.1.2 DB Maintenance Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build ContractDevelopment Agreement; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Developer-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Maintenance Contractor shall not be entitled to to: (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Developer-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA COMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities and the Developer-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Maintenance Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Maintenance Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Maintenance Contractor-Related Entities or the Developer-Related Entities.