Common use of Request for Change Proposal Clause in Contracts

Request for Change Proposal. 10.2.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 Within 10 Business Days after DB Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Contractor whether TxDOT (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 If so requested, DB Contractor shall, within 10 Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise they shall be separately reimbursed through a separate Change Order. 10.2.1.5 If DB Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Procedures. Such order may, at TxDOT’s option, be in the form of (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 Within 10 ten Business Days after DB Maintenance Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Maintenance Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Maintenance Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Maintenance Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 If so requested, DB Maintenance Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Maintenance Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre- authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 If DB Maintenance Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Maintenance Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Maintenance Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Maintenance Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Maintenance Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.610.3.2.6.2.

Request for Change Proposal. 10.2.1.1 10.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 10.2.1.2. Within 10 ten Business Days after DB Maintenance Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult to define the proposed scope of the changeto 10.2.1.3. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Maintenance Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Maintenance Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Maintenance Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 10.2.1.4. If so requested, DB Maintenance Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Maintenance Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 10.2.1.5. If DB Maintenance Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Maintenance Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 10.2.1.6. If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Maintenance Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Maintenance Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Maintenance Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 13.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a The Request for Change ProposalProposal shall set forth the nature, extent and details of the proposed TxDOT-Directed Change. 10.2.1.2 13.2.1.2. Within 10 five Business Days after DB Contractor’s receipt of Contractor receives a Request for Change Proposal, or such longer period as may be to which the Parties mutually agreed to by TxDOT and DB Contractoragree, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as to which the Parties may be mutually agreed to by TxDOT and DB Contractoragree, TxDOT and DB Contractor shall consult concerning the estimated cost and time impacts. 10.2.1.3 13.2.1.3. Within 10 five Business Days after the second consultation and provision of any data described in Section 10.2.1.213.2.1.2, TxDOT shall notify DB Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule ProposalProposal as discussed at the meeting, (c) wishes to request DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. TxDOT may at any time, in its sole discretion, require DB Contractor to provide two alternative Cost and Schedule Proposals, one of which shall provide for a time extension and any additional costs permitted hereunder, and the other of which shall show all Acceleration Costs associated with meeting the non-extended Completion Deadlines, as well as any additional costs permitted hereunder. 10.2.1.4 13.2.1.4. If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.313.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.413.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 13.2.1.5. If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its sole discretion, order DB Contractor to proceed with the performance of the Maintenance Services Work in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 13.7 or (b) a Directive Letter under Section 10.1.1.213.1.1.2. Upon receipt of a Time and Materials Change Order or Directive Letter, as the case may be, pending final resolution of the relevant Change Order according to the dispute resolution procedures of this Agreement, (a) DB Contractor shall implement and perform the Work in question as directed by TxDOT and (b) TxDOT will make interim payment(s) to DB Contractor on a monthly basis for the reasonable documented costs of the Work in question, subject to subsequent adjustment through the dispute resolution procedures of this Agreement. 10.2.1.6 13.2.1.6. If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.413.4, DB Contractor shall provide an incomplete proposal that which includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, (b) provide such information regarding projected impact on a critical path as is requested by TxDOT, and (bc) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.613.3.2.6.

Request for Change Proposal. 10.2.1.1 4.5.4.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at in its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a The Request for Change ProposalProposal shall set forth the nature, extent and details of the proposed TxDOT- Directed Change. 10.2.1.2 4.5.4.1.2 Within 10 five Business Days after DB Contractor’s receipt of Contractor receives a Request for Change Proposal, or such longer period as may be to which the Parties mutually agreed to by TxDOT and DB Contractoragree in writing, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as to which the Parties may be mutually agreed to by TxDOT agree in writing, DB Contractor shall prepare and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 Business Days after 4.5.4.1.3 After the second consultation and provision of any data described in Section 10.2.1.24.5.4.1.2, TxDOT shall notify DB Contractor whether TxDOT of TxDOT’s determination to: (a) wishes to issue a Change Order, (b) wishes to request require DB Contractor to provide a Cost and Schedule ProposalRequest for Change Order as discussed at the meeting, (c) wishes to request require DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal Request for Change Order based on the modified plan, or (d) no longer wishes to not issue a Change Order. 10.2.1.4 4.5.4.1.4 If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor4.5.4.1.3, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (Request for Change Order for the requested change, in the a format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.44.5.7, and incorporating and fully reflecting addressing all requests made by TxDOT. . 4.5.4.1.5 DB Contractor shall bear the cost of developing the Cost and Schedule Request for Change Order in response to a Request for Change Proposal, including any modifications thereto requested by TxDOT, except that DB Contractor shall be entitled to costs (without markup for overhead and profit) in excess of design $10,000 incurred for design, estimating and engineering scheduling work required to prepare the Request for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized Change Order. Such costs must be pre-authorized by TxDOT, may to be included in the Change Order as reimbursable itemsreimbursable. If the Change Order is approved, such design and engineering estimating and scheduling costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 4.5.4.1.6 If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of a Unilateral Change Order or a Directive Letter. Upon receipt of a Unilateral Change Order or Directive Letter, as the case may be, pending final resolution of the relevant Change Order by the Parties or according to the dispute resolution procedures of this Capital Maintenance Contract, (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to implement and perform the Maintenance Services in question as directed by TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail TxDOT will make interim payment(s) to ascertain the DB Contractor on a monthly basis for the proposed Change Order reasonable documented costs of the Maintenance Services in question, subject to meeting the record requirements in Section 4.5.12 and for any price increase associated therewith, to subsequent adjustment through the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6dispute resolution procedures of this Capital Maintenance Contract.

Request for Change Proposal. 10.2.1.1 10.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 10.2.1.2. Within 10 ten Business Days after DB Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope of the changethe 10.2.1.3. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 10.2.1.4. If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 10.2.1.5. If DB Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Procedures. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 10.2.1.6. If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 10.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 10.2.1.2. Within 10 ten Business Days after DB Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope of the changeTxDOT 10.2.1.3. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 10.2.1.4. If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 10.2.1.5. If DB Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Procedures. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 10.2.1.6. If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 10.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 10.2.1.2. Within 10 ten Business Days after DB Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope of the changeTxDOT 10.2.1.3. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 10.2.1.4. If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 10.2.1.5. If DB Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 10.2.1.6. If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 4.5.4.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at in its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a The Request for Change ProposalProposal shall set forth the nature, extent and details of the proposed TxDOT- Directed Change. 10.2.1.2 4.5.4.1.2 Within 10 five Business Days after DB Contractor’s receipt of Contractor receives a Request for Change Proposal, or such longer period as may be to which the Parties mutually agreed to by TxDOT and DB Contractoragree in writing, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as to which the Parties may be mutually agreed to by TxDOT agree in writing, DB Contractor shall prepare and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 Business Days after 4.5.4.1.3 After the second consultation and provision of any data described in Section 10.2.1.24.5.4.1.2, TxDOT shall notify DB Contractor whether TxDOT of TxDOT’s determination to: (a) wishes to issue a Change Order, (b) wishes to request require DB Contractor to provide a Cost and Schedule ProposalRequest for Change Order as discussed at the meeting, (c) wishes to request require DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal Request for Change Order based on the modified plan, or (d) no longer wishes to not issue a Change Order. 10.2.1.4 4.5.4.1.4 If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor4.5.4.1.3, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (Request for Change Order for the requested change, in the a format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.44.5.7, and incorporating and fully reflecting addressing all requests made by TxDOT. . 4.5.4.1.5 DB Contractor shall bear the cost of developing the Cost and Schedule Request for Change Order in response to a Request for Change Proposal, including any modifications thereto requested by TxDOT, except that DB Contractor shall be entitled to costs (without markup for overhead and profit) in excess of design $10,000 incurred for design, estimating and engineering scheduling work required to prepare the Request for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized Change Order. Such costs must be pre-authorized by TxDOT, may to be included in the Change Order as reimbursable itemsreimbursable. If the Change Order is approved, such design and engineering estimating and scheduling costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 4.5.4.1.6 If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of a Unilateral Change Order or a Directive Letter. Upon receipt of a Unilateral Change Order or Directive Letter, as the case may be, pending final resolution of the relevant Change Order by the Parties or according to the procedures for resolving Disputes in this Capital Maintenance Contract, (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to implement and perform the Maintenance Services in question as directed by TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail TxDOT will make interim payment(s) to ascertain the DB Contractor on a monthly basis for the proposed Change Order reasonable documented costs of the Maintenance Services in question, subject to meeting the record requirements in Section 4.5.12 and any subsequent adjustment through the procedures for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals resolving Disputes in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6this Capital Maintenance Contract.

Request for Change Proposal. 10.2.1.1 13.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a The Request for Change ProposalProposal shall set forth the nature, extent and details of the proposed TxDOT-Directed Change. 10.2.1.2 13.2.1.2. Within 10 five Business Days after DB Contractor’s receipt of Contractor receives a Request for Change Proposal, or such longer period as may be to which the Parties mutually agreed to by TxDOT and DB Contractoragree, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as to which the Parties may be mutually agreed to by TxDOT and DB Contractoragree, TxDOT and DB Contractor shall consult concerning the estimated cost and time impacts. 10.2.1.3 13.2.1.3. Within 10 five Business Days after the second consultation and provision of any data described in Section 10.2.1.213.2.1.2, TxDOT shall notify DB Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule ProposalProposal as discussed at the meeting, (c) wishes to request DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. TxDOT may at any time, in its sole discretion, require DB Contractor to provide two alternative Cost and Schedule Proposals, one of which shall provide for a time extension and any additional costs permitted hereunder, and the other of which shall show all Acceleration Costs associated with meeting the non-extended Completion Deadlines, as well as any additional costs permitted hereunder. 10.2.1.4 13.2.1.4. If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.313.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.413.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 13.2.1.5. If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its sole discretion, order DB Contractor to proceed with the performance of the Maintenance Services Work in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 13.7 or (b) a Directive Letter under Section 10.1.1.213.1.1. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 Within 10 ten Business Days after DB Maintenance Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts.by 10.2.1.3 Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Maintenance Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Maintenance Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Maintenance Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 If so requested, DB Maintenance Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Maintenance Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre- authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 If DB Maintenance Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Maintenance Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Maintenance Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Maintenance Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Maintenance Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.610.3.2.6.2.

Request for Change Proposal. 10.2.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 Within 10 ten Business Days after DB Maintenance Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Maintenance Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Maintenance Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Maintenance Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 If so requested, DB Maintenance Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Maintenance Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 If DB Maintenance Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Maintenance Contractor to proceed with the performance of the Texas Department of Transportation Execution Version Horseshoe Project 53 Capital Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Procedures. Such order may, at TxDOT’s option, be in the form of (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2.Agreement 10.2.1.6 If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Maintenance Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Maintenance Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Maintenance Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.610.3.2.6.2.

Request for Change Proposal. 10.2.1.1 10.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 10.2.1.2. Within 10 ten Business Days after DB Maintenance Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 10.2.1.3. Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Maintenance Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Maintenance Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Maintenance Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 10.2.1.4. If so requested, DB Maintenance Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Maintenance Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 10.2.1.5. If DB Maintenance Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Maintenance Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 10.2.1.6. If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Maintenance Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Maintenance Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Maintenance Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 Within 10 ten Business Days after DB Maintenance Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Maintenance Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Maintenance Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Maintenance Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 If so requested, DB Maintenance Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Maintenance Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre- authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 If DB Maintenance Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Procedures. Such order may, at TxDOT’s option, be in the form of to (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Maintenance Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Maintenance Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Maintenance Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.610.3.2.6.2.

Request for Change Proposal. 10.2.1.1 13.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute The Request for Change Proposal shall set forth the nature, extent and details of the proposed TxDOT-Directed Change. Within five Business Days after DB Contractor receives a Request for Change Proposal. 10.2.1.2 Within 10 Business Days after DB Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope and potential cost and schedule impacts of the change. 13.2.1.2. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 Business Days after the second consultation and provision of any data described in Section 10.2.1.213.2.1.1, TxDOT shall notify DB Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule ProposalProposal as discussed at the meeting, (c) wishes to request DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 13.2.1.3. If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, 13.2.1.2 prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.413.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 13.2.1.4. If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its sole discretion, order DB Contractor to proceed with the performance of the Maintenance Services Work in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 13.6 or (b) a Directive Letter under Section 10.1.1.213.1. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 13.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute The Request for Change Proposal shall set forth the nature, extent and details of the proposed TxDOT-Directed Change. Within five Business Days after DB Contractor receives a Request for Change Proposal. 10.2.1.2 Within 10 Business Days after DB Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope and potential cost and schedule impacts of the change. 13.2.1.2. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 Business Days after the second consultation and provision of any data described in Section 10.2.1.213.2.1.1, TxDOT shall notify DB Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule ProposalProposal as discussed at the meeting, (c) wishes to request DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 13.2.1.3. If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, 13.2.1.3 prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.413.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 13.2.1.4. If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its sole discretion, order DB Contractor to proceed with the performance of the Maintenance Services Work in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 13.7 or (b) a Directive Letter under Section 10.1.1.213.1.1. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 4.5.4.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at in its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a The Request for Change ProposalProposal shall set forth the nature, extent and details of the proposed TxDOT- Directed Change. 10.2.1.2 4.5.4.1.2 Within 10 five Business Days after DB Contractor’s receipt of Contractor receives a Request for Change Proposal, or such longer period as may be to which the Parties mutually agreed to by TxDOT and DB Contractoragree in writing, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as to which the Parties may be mutually agreed to by TxDOT agree in writing, DB Contractor shall prepare and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 Business Days after 4.5.4.1.3 After the second consultation and provision of any data described in Section 10.2.1.24.5.4.1.2, TxDOT shall notify DB Contractor whether TxDOT of TxDOT’s determination to: (a) wishes to issue a Change Order, (b) wishes to request require DB Contractor to provide a Cost and Schedule ProposalRequest for Change Order as discussed at the meeting, (c) wishes to request require DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal Request for Change Order based on the modified plan, or (d) no longer wishes to not issue a Change Order. 10.2.1.4 4.5.4.1.4 If so requested, DB Contractor shall, within 10 Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor4.5.4.1.3, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (Request for Change Order for the requested change, in the a format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.44.5.7, and incorporating and fully reflecting addressing all requests made by TxDOT. . 4.5.4.1.5 DB Contractor shall bear the cost of developing the Cost and Schedule Request for Change Order in response to a Request for Change Proposal, including any modifications thereto requested by TxDOT, except DocuSign Envelope ID: 69FAD993-F221-4BEC-895E-9675AB93CDF8 that DB Contractor shall be entitled to costs (without markup for overhead and profit) in excess of design $10,000 incurred for design, estimating and engineering scheduling work required to prepare the Request for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized Change Order. Such costs must be pre-authorized by TxDOT, may to be included in the Change Order as reimbursable itemsreimbursable. If the Change Order is approved, such design and engineering estimating and scheduling costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 4.5.4.1.6 If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of a Unilateral Change Order or a Directive Letter. Upon receipt of a Unilateral Change Order or Directive Letter, as the case may be, pending final resolution of the relevant Change Order by the Parties or according to the procedures for resolving Disputes in this Capital Maintenance Contract, (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to implement and perform the Maintenance Services in question as directed by TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail TxDOT will make interim payment(s) to ascertain the DB Contractor on a monthly basis for the proposed Change Order reasonable documented costs of the Maintenance Services in question, subject to meeting the record requirements in Section 4.5.12 and any subsequent adjustment through the procedures for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals resolving Disputes in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6this Capital Maintenance Contract.

Request for Change Proposal. 10.2.1.1 14.2.1.1 If TxDOT the Alamo RMA desires to issue a TxDOTan Alamo RMA-Directed Change or to evaluate whether to initiate such a change, then TxDOT the Alamo RMA may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for The Alamo RMA may, at any time, ask Design/Builder to provide two alternative Change ProposalOrder forms in accordance with Section 14.3.3. 10.2.1.2 14.2.1.2 Within 10 five Business Days after DB ContractorDesign/Builder’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed the Alamo RMA and Design/Builder shall arrange an initial consultation (at no charge to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult Alamo RMA) concerning the estimated cost and time impacts. Design/Builder shall provide data regarding such matters as requested by the Alamo RMA. 10.2.1.3 Within 10 Business Days after 14.2.1.3 After the second initial consultation and provision delivery by Design/Builder of any data and information as described in Section 10.2.1.214.2.1.2, TxDOT the Alamo RMA shall notify DB Contractor Design/Builder whether TxDOT the Alamo RMA (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Contractor Design/Builder to prepare a modified work plan for Change Order form as discussed at the change and a Cost and Schedule Proposal based on the modified planconsultation, or (dc) no longer wishes to issue a Change Order. 10.2.1.4 14.2.1.4 If so requested, DB Contractor Design/Builder shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or 14.2.1.3 (as such longer period as deadline may be mutually agreed to extended by TxDOT and DB Contractorthe Alamo RMA), prepare and submit to TxDOT for review and approval by TxDOT the Alamo RMA a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested changeChange Order form, complying with all applicable requirements of Section 10.4, 14.6.1 and incorporating and fully reflecting all requests made by TxDOTthe Alamo RMA. DB Contractor If Design/Builder determines that it cannot meet the time allowed, Design/Builder shall bear notify the Alamo RMA in writing of Design/Builder’s proposed deadline for providing the Change Order form, which deadline shall be subject to approval in writing by the Alamo RMA. Development of the cost of developing the Cost estimate and Schedule Proposalscope, including any modifications thereto requested by TxDOTthe Alamo RMA, shall be made at Design/Builder’s cost and expense, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized by TxDOT, may Change Order form shall be included in the Change Order as reimbursable items. . 14.2.1.5 If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise they shall be separately reimbursed through a separate Change Order. 10.2.1.5 If DB Contractor and TxDOT Parties agree that a change in the requirements relating to the Maintenance Services Development Work has occurred occurred, but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change increase to be made to the Maintenance PriceDevelopment Price or extension of time, TxDOT the Alamo RMA may, in its sole discretion, order DB Contractor Design/Builder to proceed with the performance of the Maintenance Services Development Work in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdispute. Such order may, at TxDOTthe Alamo RMA’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 14.7 or (b) a Directive Letter under Section 10.1.1.214.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or timing 14.2.1.6 Issuance of the event giving rise NTP by the Alamo RMA shall be deemed to constitute a Request for Change Proposal with respect to any delay in issuance of the NTP entitling Design/Builder to a Change Order in accordance with Section 13.2. 14.2.1.7 In the event the Alamo RMA shall issue a Request for Change Proposal requesting that Design/Builder implement a value added concept proposed Change Orderby Design/Builder in its Proposal, for DB Contractor Design/Builder shall be required to provide a complete Cost and Schedule the additional Development Work related to such change order for an amount not to exceed the price proposed by Design/Builder for such value added concept in its Proposal meeting all so long as such Request for Change Proposal is issued by the Alamo RMA within 365 Days of the requirements of Proposal Date. Any such Request for Change Proposal to implement a value added concept that is issued by the Alamo RMA more than 210 Days after the Proposal Date shall be subject to adjustment based on the formula contained in Section 10.413.2.2. 1. Notwithstanding the above, DB Contractor the Design/Builder shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail required to ascertain the basis implement a value added concept for the price proposed Change Order and for any price increase associated therewith, to in its Proposal if the extent Design/Builder specified in its Proposal that such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in value added concept could only be implemented if accepted by the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6Alamo RMA at the time of the execution of this Agreement.

Request for Change Proposal. 10.2.1.1 4.5.4.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at in its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a The Request for Change ProposalProposal shall set forth the nature, extent and details of the proposed TxDOT- Directed Change. 10.2.1.2 4.5.4.1.2 Within 10 five Business Days after DB Contractor’s receipt of Contractor receives a Request for Change Proposal, or such longer period as may be to which the Parties mutually agreed to by TxDOT and DB Contractoragree in writing, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as to which the Parties may be mutually agreed to by TxDOT agree in writing, DB Contractor shall prepare and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 Business Days after 4.5.4.1.3 After the second consultation and provision of any data described in Section 10.2.1.24.5.4.1.2, TxDOT shall notify DB Contractor whether TxDOT of TxDOT’s determination to: (a) wishes to issue a Change Order, (b) wishes to request require DB Contractor to provide a Cost and Schedule ProposalRequest for Change Order as discussed at the meeting, (c) wishes to request require DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal Request for Change Order based on the modified plan, or (d) no longer wishes to not issue a Change Order. 10.2.1.4 4.5.4.1.4 If so requested, DB Contractor shall, within 10 Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor4.5.4.1.3, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) Request for Change Order for the requested change, in a format provided by TxDOT, complying DocuSign Envelope ID: 8320AD6C-99DF-41FA-9908-4E441F89A70B with all applicable requirements of Section 10.44.5.7, and incorporating and fully reflecting addressing all requests made by TxDOT. . 4.5.4.1.5 DB Contractor shall bear the cost of developing the Cost and Schedule Request for Change Order in response to a Request for Change Proposal, including any modifications thereto requested by TxDOT, except that DB Contractor shall be entitled to costs (without markup for overhead and profit) in excess of design $10,000 incurred for design, estimating and engineering scheduling work required to prepare the Request for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized Change Order. Such costs must be pre-authorized by TxDOT, may to be included in the Change Order as reimbursable itemsreimbursable. If the Change Order is approved, such design and engineering estimating and scheduling costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 4.5.4.1.6 If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of a Unilateral Change Order or a Directive Letter. Upon receipt of a Unilateral Change Order or Directive Letter, as the case may be, pending final resolution of the relevant Change Order by the Parties or according to the procedures for resolving Disputes in this Capital Maintenance Contract, (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, implement and perform the Maintenance Services in question as directed by XxXXX and (b) in all events include sufficient detail TxDOT will make interim payment(s) to ascertain the DB Contractor on a monthly basis for the proposed Change Order reasonable documented costs of the Maintenance Services in question, subject to meeting the record requirements in Section 4.5.12 and any subsequent adjustment through the procedures for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals resolving Disputes in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6this Capital Maintenance Contract.

Request for Change Proposal. 10.2.1.1 10.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 10.2.1.2. Within 10 ten Business Days after DB Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 10.2.1.3. Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 10.2.1.4. If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 10.2.1.5. If DB Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 10.2.1.6. If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 4.5.4.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at in its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a The Request for Change ProposalProposal shall set forth the nature, extent and details of the proposed TxDOT- Directed Change. 10.2.1.2 4.5.4.1.2 Within 10 five Business Days after DB Contractor’s receipt of Contractor receives a Request for Change Proposal, or such longer period as may be to which the Parties mutually agreed to by TxDOT and DB Contractoragree in writing, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as to which the Parties may be mutually agreed to by TxDOT agree in writing, DB Contractor shall prepare and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 Business Days after 4.5.4.1.3 After the second consultation and provision of any data described in Section 10.2.1.24.5.4.1.2, TxDOT shall notify DB Contractor whether TxDOT of TxDOT’s determination to: (a) wishes to issue a Change Order, (b) wishes to request require DB Contractor to provide a Cost and Schedule ProposalRequest for Change Order as discussed at the meeting, (c) wishes to request require DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal Request for Change Order based on the modified plan, or (d) no longer wishes to not issue a Change Order. 10.2.1.4 4.5.4.1.4 If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor4.5.4.1.3, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (Request for Change Order for the requested change, in the a format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.44.5.7, and incorporating and fully reflecting addressing all requests made by TxDOT. . 4.5.4.1.5 DB Contractor shall bear the cost of developing the Cost and Schedule Request for Change Order in response to a Request for Change Proposal, including any modifications thereto requested by TxDOT, except that DB Contractor shall be entitled to costs (without markup for overhead and profit) in excess of design $10,000 incurred for design, estimating and engineering scheduling work required to prepare the Request for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized Change Order. Such costs must be pre-authorized by TxDOT, may to be included in the Change Order as reimbursable itemsreimbursable. If the Change Order is approved, such design and engineering estimating and scheduling costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 4.5.4.1.6 If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of a Unilateral Change Order or a Directive Letter. Upon receipt of a Unilateral Change Order or Directive Letter, as the case may be, pending final resolution of the relevant Change Order by the Parties or according to the procedures for resolving Disputes in this Capital Maintenance Contract, (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, implement and perform the Maintenance Services in question as directed by XxXXX and (b) in all events include sufficient detail TxDOT will make interim payment(s) to ascertain the DB Contractor on a monthly basis for the proposed Change Order reasonable documented costs of the Maintenance Services in question, subject to meeting the record requirements in Section 4.5.12 and any subsequent adjustment through the procedures for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals resolving Disputes in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6this Capital Maintenance Contract.

Request for Change Proposal. 10.2.1.1 13.2.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a The Request for Change ProposalProposal shall set forth the nature, extent and details of the proposed TxDOT-Directed Change. 10.2.1.2 13.2.1.2 Within 10 five Business Days after DB Contractor’s receipt of Developer receives a Request for Change Proposal, or such longer period as may be to which the Parties mutually agreed to by TxDOT and DB Contractoragree, TxDOT and DB Contractor Developer shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as to which the Parties may be mutually agreed to by TxDOT and DB Contractoragree, TxDOT and DB Contractor Developer shall consult concerning the estimated cost and time impacts. 10.2.1.3 13.2.1.3 Within 10 five Business Days after the second consultation and provision of any data described in Section 10.2.1.213.2.1.2, TxDOT shall notify DB Contractor Developer whether TxDOT TxDOT: (a) wishes to issue a Change Order, ; (b) wishes to request DB Contractor Developer to provide a Cost and Schedule Proposal, Proposal as discussed at the meeting; (c) wishes to request DB Contractor Developer to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, ; or (d) no longer wishes to issue a Change Order. TxDOT may at any time, in its sole discretion, require Developer to provide two alternative Cost and Schedule Proposals, one of which shall provide for a time extension and any additional costs permitted hereunder, and the other of which shall show all Acceleration Costs associated with meeting the non-extended Completion Deadlines, as well as any additional costs permitted hereunder. 10.2.1.4 13.2.1.4 If so requested, DB Contractor Developer shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.313.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB ContractorDeveloper, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.413.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor Developer shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 13.2.1.5 If DB Contractor Developer and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its sole discretion, order DB Contractor Developer to proceed with the performance of the Maintenance Services Work in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 13.7 or (b) a Directive Letter under Section 10.1.1.213.1.1. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 Within 10 ten Business Days after DB Maintenance Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts.by 10.2.1.3 Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Maintenance Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Maintenance Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Maintenance Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 If so requested, DB Maintenance Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Maintenance Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre- authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 If DB Maintenance Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Maintenance Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Maintenance Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Maintenance Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Maintenance Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 13.2.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 13.2.1.2 Within 10 Business Days five business days after DB ContractorIntegrator’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB ContractorIntegrator, TxDOT and DB Contractor Integrator shall consult to define the proposed scope of the change. Within five Business Days business days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB ContractorIntegrator, TxDOT and DB Contractor Integrator shall consult concerning the estimated cost and time impacts. 10.2.1.3 13.2.1.3 Within 10 Business Days five business days after the second consultation and provision of any data described in Section 10.2.1.213.2.1.2, TxDOT shall notify DB Contractor Integrator whether TxDOT (a) wishes to issue a Change Order, (b) wishes to request DB Contractor Integrator to provide a Cost and Schedule ProposalProposal as discussed at the meeting, (c) wishes to request DB Contractor Integrator to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. TxDOT may at any time, in its sole discretion, require Integrator to provide two alternative Cost and Schedule Proposals, one of which shall provide for a time extension and any additional costs permitted hereunder, and the other of which shall show all Acceleration Costs associated with meeting the original Completion Deadlines, as well as any additional costs permitted hereunder. 10.2.1.4 13.2.1.4 If so requested, DB Contractor Integrator shall, within 10 Business Days ten business days after receipt of the notification described in Section 10.2.1.313.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB ContractorIntegrator, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.413.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor Integrator shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 13.2.1.5 If DB Contractor Integrator and TxDOT agree that a change in the requirements relating to the Maintenance Services Work has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Priceapplicable Price or Completion Deadline, TxDOT may, in its sole discretion, order DB Contractor Integrator to proceed with the performance of the Maintenance Services Work in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 13.7 or (b) a Directive Letter under Section 10.1.1.213.1.1.2. 10.2.1.6 13.2.1.6 If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Contractor Integrator to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.413.4, DB Contractor Integrator shall provide an incomplete proposal that which includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, (b) provide such information regarding projected impact on a critical path as is requested by TxDOT, and (bc) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor Integrator shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.613.3.2.6.2.

Request for Change Proposal. 10.2.1.1 4.5.4.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at in its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a The Request for Change ProposalProposal shall set forth the nature, extent and details of the proposed TxDOT- Directed Change. 10.2.1.2 4.5.4.1.2 Within 10 five Business Days after DB Contractor’s receipt of Contractor receives a Request for Change Proposal, or such longer period as may be to which the Parties mutually agreed to by TxDOT and DB Contractoragree in writing, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as to which the Parties may be mutually agreed to by TxDOT agree in writing, DB Contractor shall prepare and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 Business Days after 4.5.4.1.3 After the second consultation and provision of any data described in Section 10.2.1.24.5.4.1.2, TxDOT shall notify DB Contractor whether TxDOT of TxDOT’s determination to: (a) wishes to issue a Change Order, (b) wishes to request require DB Contractor to provide a Cost and Schedule ProposalRequest for Change Order as discussed at the meeting, (c) wishes to request require DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal Request for Change Order based on the modified plan, or (d) no longer wishes to not issue a Change Order. 10.2.1.4 4.5.4.1.4 If so requested, DB Contractor shall, within 10 Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor4.5.4.1.3, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (Request for Change Order for the requested change, in the a format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.44.5.7, and incorporating and fully reflecting addressing all requests made by TxDOT. . 4.5.4.1.5 DB Contractor shall bear the cost of developing the Cost and Schedule Request for Change Order in response to a Request for Change Proposal, including any modifications thereto requested by TxDOT, except that DB Contractor shall be entitled to costs (without markup for overhead and profit) in excess of design $10,000 incurred for design, estimating and engineering scheduling work required to prepare the Request for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized Change Order. Such costs must be pre-authorized by TxDOT, may to be included in the Change Order as reimbursable itemsreimbursable. If the Change Order is approved, such design and engineering estimating and scheduling costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 4.5.4.1.6 If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its discretion, order DB Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of a Unilateral Change Order or a Directive Letter. Upon receipt of a Unilateral Change Order or Directive Letter, as the case may be, pending final resolution of the relevant Change Order by the Parties or according to the procedures for resolving Disputes in this Capital Maintenance Contract, (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, implement and perform the Maintenance Services in question as directed by XxXXX and (b) in all events include sufficient detail TxDOT will make interim payment(s) to ascertain the DB Contractor on a monthly basis for the proposed Change Order reasonable documented costs of the Maintenance Services in question, subject to meeting the record requirements in Section 4.5.12 and any subsequent adjustment through the procedures for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals resolving Disputes in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6this Capital Maintenance Contract.

Request for Change Proposal. 10.2.1.1 13.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a The Request for Change Proposal. 10.2.1.2 Proposal shall set forth the nature, extent and details of the proposed TxDOT-Directed Change. Within 10 five Business Days after DB Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope of the changereceives a 13.2.1.2. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 Within 10 Business Days after the second consultation and provision of any data described in Section 10.2.1.213.2.1.1, TxDOT shall notify DB Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Contractor to provide a Cost and Schedule ProposalProposal as discussed at the meeting, (c) wishes to request DB Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 13.2.1.3. If so requested, DB Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, 13.2.1.2 prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.413.4, and incorporating and fully reflecting all requests made by TxDOT. DB Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre-authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 13.2.1.4. If DB Contractor and TxDOT agree that are unable to reach agreement on a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance PriceChange Order, TxDOT may, in its sole discretion, order DB Contractor to proceed with the performance of the Maintenance Services Work in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 13.6 or (b) a Directive Letter under Section 10.1.1.213.1.1. 10.2.1.6 If it is not practicable, due to the nature or timing of the event giving rise to a proposed Change Order, for DB Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall (a) include a list of those Change Order requirements that are not fulfilled, together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 10.2.1.1. If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 10.2.1.2. Within 10 ten Business Days after DB Maintenance Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, TxDOT and DB Maintenance Contractor shall consult concerning the estimated cost impacts. 10.2.1.3 10.2.1.3. Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Maintenance Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Maintenance Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Maintenance Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 10.2.1.4. If so requested, DB Maintenance Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Maintenance Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre- authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 10.2.1.5. If DB Maintenance Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Maintenance Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 10.2.1.6. If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Maintenance Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Maintenance Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Maintenance Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.6.

Request for Change Proposal. 10.2.1.1 If TxDOT desires to issue a TxDOT-Directed Change or to evaluate whether to initiate such a change, then TxDOT may, at its discretion, issue a Request for Change Proposal. A Directive Letter may also constitute a Request for Change Proposal. 10.2.1.2 Within 10 ten Business Days after DB Maintenance Contractor’s receipt of a Request for Change Proposal, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult to define the proposed scope of the change. Within five Business Days after the initial consultation, or such longer period as may be mutually agreed to by TxDOT and DB Contractor, TxDOT and DB Contractor shall consult concerning the estimated cost impacts.by 10.2.1.3 Within 10 ten Business Days after the second consultation and provision of any data described in Section 10.2.1.2, TxDOT shall notify DB Maintenance Contractor whether TxDOT TxDOT: (a) wishes to issue a Change Order, (b) wishes to request DB Maintenance Contractor to provide a Cost and Schedule Proposal, (c) wishes to request DB Maintenance Contractor to prepare a modified work plan for the change and a Cost and Schedule Proposal based on the modified plan, or (d) no longer wishes to issue a Change Order. 10.2.1.4 If so requested, DB Maintenance Contractor shall, within 10 ten Business Days after receipt of the notification described in Section 10.2.1.3, or such longer period as may be mutually agreed to by TxDOT and DB Maintenance Contractor, prepare and submit to TxDOT for review and approval by TxDOT a Cost and Schedule Proposal (in the format provided by TxDOT) for the requested change, complying with all applicable requirements of Section 10.4, and incorporating and fully reflecting all requests made by TxDOT. DB Maintenance Contractor shall bear the cost of developing the Cost and Schedule Proposal, including any modifications thereto requested by TxDOT, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Cost and Schedule Proposal, as preauthorized pre- authorized by TxDOT, may be included in the Change Order as reimbursable items. If the Change Order is approved, such design and engineering costs will be included within the Change Order; otherwise , otherwise, they shall be separately reimbursed through a separate Change Order. 10.2.1.5 If DB Maintenance Contractor and TxDOT agree that a change in the requirements relating to the Maintenance Services has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Maintenance Price, TxDOT may, in its sole discretion, order DB Maintenance Contractor to proceed with the performance of the Maintenance Services in question notwithstanding such disagreement and without waiver by either Party of its right to submit the Dispute for resolution through the Dispute Resolution Proceduresdisagreement. Such order may, at TxDOT’s option, be in the form of of: (a) a Time and Materials Change Order as provided in Section 10.7 or (b) a Directive Letter under Section 10.1.1.2. 10.2.1.6 If it is not practicable, due to the nature or and/or timing of the event giving rise to a proposed Change Order, for DB Maintenance Contractor to provide a complete Cost and Schedule Proposal meeting all of the requirements of Section 10.4, DB Maintenance Contractor shall provide an incomplete proposal that includes all information capable of being ascertained. Said incomplete proposal shall shall: (a) include a list of those Change Order requirements that which are not fulfilled, fulfilled together with an explanation reasonably satisfactory to TxDOT stating why such requirements cannot be met, and (b) in all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. DB Maintenance Contractor shall provide monthly updates to any incomplete Cost and Schedule Proposals in the same manner as updates to incomplete Requests for Change Order under Section 10.3.2.610.3.2.6.2.