Common use of Request for Change Proposal Clause in Contracts

Request for Change Proposal. (i) If the Department desires to initiate a Department Change, then the Department will issue a Request for Change Proposal. The Request for Change Proposal will set forth the nature, extent and details of the proposed Department Change. (ii) Within five Days following the Developer’s receipt of the Request for Change Proposal, the Developer will provide the Department with a preliminary estimate of the Developer’s Allocable Costs for preparing the Change Proposal (a “Change Proposal Estimate”). Upon review and written approval by the Department of the Change Proposal Estimate, the Developer will proceed to prepare the Change Proposal. (iii) Within 14 Days following the Department’s written approval of the Change Proposal Estimate, the Developer will provide the Department with a preliminary written response, and within a reasonable time thereafter (not to exceed 30 Days or such other timeframe agreed upon between the Developer and the Department), with a definitive written response (a “Change Proposal”), as to whether, in the Developer’s opinion, the Department Change constitutes a Compensation Event, and if so, (A) a detailed assessment of the Net Revenue Impacts and Net Cost Impacts, to the extent known at that time, (B) the effect of the proposed Department Change on the Developer’s performance of its obligations pursuant to this Agreement, to the extent known at the time, (C) the proposed Base Case Financial Model Update and (D) a Time Impact Analysis, if applicable. (iv) Within 30 Days following the delivery of the Change Proposal, the Developer and the Department will exercise good faith efforts to negotiate a mutually acceptable Change Order. (v) If the Department approved in writing the Change Proposal Estimate and the Developer delivered the Change Proposal then, within 30 Days following the delivery of the Change Proposal, the Department will pay to the Developer the lesser of (1) the Developer’s Allocable Costs for preparation of the Change Proposal or (2) the amount of the Change Proposal Estimate.

Request for Change Proposal. (i) If the Department desires to initiate a Department Change, then the Department will shall issue a Request for Change Proposal. The Request for Change Proposal will shall set forth the nature, extent and details of the proposed Department Change. (ii) Within five Days 21 days following the DeveloperConcessionaire’s receipt of the Request for Change Proposal, the Developer will provide the Department with a preliminary estimate of the Developer’s Allocable Costs for preparing the Change Proposal (a “Change Proposal Estimate”). Upon review and written approval by the Department of the Change Proposal Estimate, the Developer will proceed to prepare the Change Proposal. (iii) Within 14 Days following the Department’s written approval of the Change Proposal Estimate, the Developer will Concessionaire shall provide the Department with a preliminary written response, and within a reasonable time thereafter (not to exceed 30 Days or such other timeframe agreed upon between the Developer and the Department)thereafter, with a definitive written response (a “Change Proposal”)response, as to whether, in the DeveloperConcessionaire’s opinion, the Department Change constitutes a Compensation Event, and and, if so, ; (Aa) a detailed assessment of the Net cost, an estimate of any Concessionaire Damages, Toll Revenue Impacts and Net Cost Impacts, to schedule impact of the extent known at that time, proposed Department Change; (Bb) the effect of the proposed Department Change on the DeveloperBaseline Schedule, taking into account the Concessionaire’s performance of its obligations pursuant duty to this Agreement, mitigate delay to the extent known at the time, reasonably practicable; and (Cc) the effect of the proposed Base Case Financial Model Update Department Change on traffic volume and traffic flow on the HOT Lanes following the Service Commencement Date. (Diii) The Department shall be entitled to obtain a Time Impact Analysis, if applicablecomprehensive report as to the proposed Department Change (including comments concerning the Concessionaire’s estimate of the costs and other impacts) from the Independent Engineer and a traffic and revenue study relevant to such impacts from a traffic and revenue consultant acceptable to the Department. (iv) Within 30 Days Following the Department’s receipt of the reports from the Independent Engineer and the traffic and revenue consultant if requested by the Department, or within 21 days following the delivery of the Change ProposalConcessionaire’s response to the Department pursuant to (ii) above if the Department has not requested such reports, the Developer Concessionaire and the Department will shall exercise good faith efforts to negotiate a mutually acceptable Change Order, including adjustments to the Baseline Schedule and, if the Department Change constitutes a Compensation Event, any Concessionaire Damages to which the Concessionaire may be entitled (taking into account the reports, if any, obtained by the Department). (v) The Concessionaire shall perform the work required to implement the Department Change in a timely manner and in accordance with a budget mutually agreed upon by the Department and the Concessionaire; provided, that: (A) a Change Order setting forth the adjusted scope of work shall have been mutually agreed upon between the Department and the Concessionaire and issued by the Department; (B) the Department and the Concessionaire shall have identified sufficient funds that may be made available to the Concessionaire to perform the work required to implement the Department Change; (C) the Baseline Schedule for the Work shall have been adjusted as agreed upon by the Department and the Concessionaire to reflect any projected delays in the timing of the Work as a result of the Department Change (taking into consideration the Concessionaire’s duty to mitigate any delay to the extent reasonably practicable); and (D) the Concessionaire shall have obtained (with the cooperation of the Department) all relevant Regulatory Approvals from all relevant Governmental Authorities required for such work. (vi) If the Department approved in writing the Change Proposal Estimate and the Developer delivered the Concessionaire are unable to reach an agreement on a Change Proposal then, within 30 Days following the delivery of the Change ProposalOrder, the Department will pay may deliver to the Developer Concessionaire a Directive Letter, directing the lesser Concessionaire to proceed with the performance of (1) the Developer’s Work in question, notwithstanding such disagreement. Upon receipt of the Directive Letter, pending final resolution through the dispute resolution procedures of the relevant Change Order, the Concessionaire shall implement and perform the Work in question as directed by the Department and the Department shall make interim payments to the Concessionaire on a monthly basis for the reasonable documented Allocable Costs for preparation of the Change Proposal or (2) Work in question, subject to subsequent adjustment through the amount of the Change Proposal Estimatedispute resolution procedures set forth in Section 17.06.

Request for Change Proposal. (i) If the Department desires to initiate a Department Change, then the Department will shall issue a Request for Change Proposal. The Request for Change Proposal will shall set forth the nature, extent and details of the proposed Department Change. (ii) Within five Days 21 days following the DeveloperConcessionaire’s receipt of the Request for Change Proposal, the Developer will provide the Department with a preliminary estimate of the Developer’s Allocable Costs for preparing the Change Proposal (a “Change Proposal Estimate”). Upon review and written approval by the Department of the Change Proposal Estimate, the Developer will proceed to prepare the Change Proposal. (iii) Within 14 Days following the Department’s written approval of the Change Proposal Estimate, the Developer will Concessionaire shall provide the Department with a preliminary written response, and within a reasonable time thereafter (not to exceed 30 Days or such other timeframe agreed upon between the Developer and the Department)thereafter, with a definitive written response (a “Change Proposal”)response, as to whether, in the DeveloperConcessionaire’s opinion, the Department Change constitutes a Compensation Event, and and, if so, ; (Aa) a detailed assessment of the Net cost, an estimate of any Concessionaire Damages, Toll Revenue Impacts and Net Cost Impacts, to schedule impact of the extent known at that time, proposed Department Change; (Bb) the effect of the proposed Department Change on the Developerapplicable Baseline Schedule, taking into account the Concessionaire’s performance of its obligations pursuant duty to this Agreement, mitigate delay to the extent known at the time, reasonably practicable; and (Cc) the effect of the proposed Base Case Financial Model Update Department Change on traffic volume and traffic flow on the HOT Lanes following the Service Commencement Date. (Diii) The Department may, but is not required to, obtain, at its sole cost a Time Impact Analysis, if applicablecomprehensive report as to the proposed Department Change (including comments concerning the Concessionaire’s estimate of the costs and other impacts) and a traffic and revenue study relevant to such impacts from a traffic and revenue consultant acceptable to the Department. (iv) Within 30 Days Following the Department’s receipt of the reports described in clause (iii) and the traffic and revenue consultant if requested by the Department, or within 21 days following the delivery of the Change ProposalConcessionaire’s response to the Department pursuant to (ii) above if the Department has not requested such reports, the Developer Concessionaire and the Department will shall exercise good faith efforts to negotiate a mutually acceptable Change Order, including adjustments to the applicable Baseline Schedule and, if the Department Change constitutes a Compensation Event, any Concessionaire Damages to which the Concessionaire may be entitled (taking into account the reports, if any, obtained by the Department). (v) The Concessionaire shall perform the Work required to implement the Department Change in a timely manner and in accordance with a budget mutually agreed upon by the Department and the Concessionaire; provided, that: (A) a Change Order setting forth the adjusted scope of work shall have been mutually agreed upon between the Department and the Concessionaire and issued by the Department; (B) the Department and the Concessionaire shall have identified sufficient funds that may be made available to the Concessionaire to perform the work required to implement the Department Change; (C) the applicable Baseline Schedule for the Work shall have been adjusted as agreed upon by the Department and the Concessionaire to reflect any projected delays in the timing of the Work as a result of the Department Change (taking into consideration the Concessionaire’s duty to mitigate any delay to the extent reasonably practicable); and (D) the Concessionaire shall have obtained (with the cooperation of the Department) all relevant Regulatory Approvals from all relevant Governmental Authorities required for such Work. (vi) If the Department approved in writing the Change Proposal Estimate and the Developer delivered the Concessionaire are unable to reach an agreement on a Change Proposal then, within 30 Days following the delivery of the Change ProposalOrder, the Department will pay may deliver to the Developer Concessionaire a Directive Letter, directing the lesser Concessionaire to proceed with the performance of (1) the Developer’s Work in question, notwithstanding such disagreement. Upon receipt of the Directive Letter, pending final resolution through the dispute resolution procedures of the relevant Change Order, the Concessionaire shall implement and perform the Work in question as directed by the Department and the Department shall make interim payments to the Concessionaire on a monthly basis for the reasonable documented Allocable Costs for preparation of the Change Proposal or (2) Work in question, subject to subsequent adjustment through the amount of the Change Proposal Estimatedispute resolution procedures set forth in Section 17.06.

Request for Change Proposal. (i) If the Department desires to initiate a Department Change, then the Department will issue a Request for Change Proposal. The Request for Change Proposal will set forth the nature, extent and details of the proposed Department Change. (ii) Within five Days following the Developer’s receipt of the Request for Change Proposal, the Developer will provide the Department with a preliminary estimate of the Developer’s Allocable Costs for preparing the Change Proposal (a “Change Proposal Estimate”). Upon review and written approval by the Department of the Change Proposal Estimate, the Developer will proceed to prepare the Change Proposal.Change (iii) Within 14 Days following the Department’s written approval of the Change Proposal Estimate, the Developer will provide the Department with a preliminary written response, and within a reasonable time thereafter (not to exceed 30 Days or such other timeframe agreed upon between the Developer and the Department), with a definitive written response (a “Change Proposal”), as to whether, in the Developer’s opinion, the Department Change constitutes a Compensation Event, and if so, (A) a detailed assessment of the Net Revenue Impacts and Net Cost Impacts, to the extent known at that time, (B) the effect of the proposed Department Change on the Developer’s performance of its obligations pursuant to this Agreement, to the extent known at the time, (C) the proposed Base Case Financial Model Update and (D) a Time Impact Analysis, if applicable. (iv) Within 30 Days following the delivery of the Change Proposal, the Developer and the Department will exercise good faith efforts to negotiate a mutually acceptable Change Order. (v) If the Department approved in writing the Change Proposal Estimate and the Developer delivered the Change Proposal then, within 30 Days following the delivery of the Change Proposal, the Department will pay to the Developer the lesser of (1) the Developer’s Allocable Costs for preparation of the Change Proposal or (2) the amount of the Change Proposal Estimate.

Request for Change Proposal. (i) If the Department desires to initiate a Department Change, then the Department will issue a Request for Change Proposal. The Request for Change Proposal will set forth the nature, extent and details of the proposed Department Change. (ii) Within five 21 Days following the DeveloperConcessionaire’s receipt of the Request for Change Proposal, the Developer will provide the Department with a preliminary estimate of the Developer’s Allocable Costs for preparing the Change Proposal (a “Change Proposal Estimate”). Upon review and written approval by the Department of the Change Proposal Estimate, the Developer will proceed to prepare the Change Proposal. (iii) Within 14 Days following the Department’s written approval of the Change Proposal Estimate, the Developer Concessionaire will provide the Department with a preliminary written response, and within a reasonable time thereafter (not to exceed 30 Days or such other timeframe agreed upon between the Developer Concessionaire and the Department), with a definitive written response (a “Change Proposal”), as to whether, in the DeveloperConcessionaire’s opinion, the Department Change constitutes a Compensation Event, and if so, (A) a detailed assessment of the Net Revenue Impacts and Net Cost Impacts, to the extent known at that time, (B) the effect of the proposed Department Change on the DeveloperConcessionaire’s performance of its obligations pursuant to this Agreement, to the extent known at the time, (C) the proposed Base Case Financial Model Update and (D) a Time Impact Analysis, TIA if applicable. (iviii) Within 30 Days following the delivery of the Change Proposal, the Developer Concessionaire and the Department will exercise good faith efforts to negotiate a mutually acceptable Change Order. (viv) If The Department will pay the Department approved in writing the Concessionaire’s Allocable Costs for preparing a Change Proposal Estimate and the Developer delivered the conducting preliminary work to respond to a Request for Change Proposal then, within 30 Days following at the delivery Department’s request. Upon payment of the Change Proposalsuch Allocable Costs, the Department will pay to the Developer the lesser of (1) the Developer’s Allocable Costs for preparation of own all Work Product included in the Change Proposal or (2) the amount of the Change Proposal EstimateProposal.

Request for Change Proposal. (i) If the Department desires to initiate a Department Change, then the Department will issue a Request for Change Proposal. The Request for Change Proposal will set forth the nature, extent and details of the proposed Department Change. (ii) Within five 21 Days following the DeveloperConcessionaire’s receipt of the Request for Change Proposal, the Developer will provide the Department with a preliminary estimate of the Developer’s Allocable Costs for preparing the Change Proposal (a “Change Proposal Estimate”). Upon review and written approval by the Department of the Change Proposal Estimate, the Developer will proceed to prepare the Change Proposal. (iii) Within 14 Days following the Department’s written approval of the Change Proposal Estimate, the Developer Concessionaire will provide the Department with a preliminary written response, and within a reasonable time thereafter (not to exceed 30 Days or such other timeframe agreed upon between the Developer Concessionaire and the Department), with a definitive written response (a “Change Proposal”), as to whether, in the DeveloperEXECUTION VERSION – DECEMBER 5, 2011 Concessionaire’s opinion, the Department Change constitutes a Compensation Event, and if so, (A) a detailed assessment of the Net Revenue Impacts and Net Cost Impacts, to the extent known at that time, (B) the effect of the proposed Department Change on the DeveloperConcessionaire’s performance of its obligations pursuant to this Agreement, to the extent known at the time, (C) the proposed Base Case Financial Model Update Update, and (D) a Time Impact AnalysisTIA, if applicable. (iviii) Within 30 Days following the delivery of the Change Proposal, the Developer Concessionaire and the Department will exercise good faith efforts to negotiate a mutually acceptable Change Order. (viv) If The Department will pay the Department approved in writing the Concessionaire’s Allocable Costs for preparing a Change Proposal Estimate and the Developer delivered the conducting preliminary work to respond to a Request for Change Proposal then, within 30 Days following at the delivery Department’s request. Upon payment of the Change Proposalsuch Allocable Costs, the Department will pay to the Developer the lesser of (1) the Developer’s Allocable Costs for preparation of own all Work Product included in the Change Proposal or (2) the amount of the Change Proposal EstimateProposal.

Request for Change Proposal. (i) If the Department desires to initiate a Department Change, then the Department will issue a Request for Change Proposal. The Request for Change Proposal will set forth the nature, extent and details of the proposed Department Change. (ii) Within five 21 Days following the DeveloperConcessionaire’s receipt of the Request for Change Proposal, the Developer will provide the Department with a preliminary estimate of the Developer’s Allocable Costs for preparing the Change Proposal (a “Change Proposal Estimate”). Upon review and written approval by the Department of the Change Proposal Estimate, the Developer will proceed to prepare the Change Proposal. (iii) Within 14 Days following the Department’s written approval of the Change Proposal Estimate, the Developer Concessionaire will provide the Department with a preliminary written response, and within a reasonable time thereafter (not to exceed 30 Days or such other timeframe agreed upon between the Developer Concessionaire and the Department), with a definitive written response (a “Change Proposal”), as to whether, in the DeveloperConcessionaire’s opinion, the Department Change constitutes a Compensation Event, and if so, (A) a detailed assessment of the Net Revenue Impacts and Net Cost Impacts, to the extent known at that time, (B) the effect of the proposed Department Change on the DeveloperConcessionaire’s performance of its obligations pursuant to this Agreement, to the extent known at the time, (C) the proposed Base Case Financial Model Update Update, and (D) a Time Impact AnalysisTIA, if applicable. (iviii) Within 30 Days following the delivery of the Change Proposal, the Developer Concessionaire and the Department will exercise good faith efforts to negotiate a mutually acceptable Change Order. (viv) If The Department will pay the Department approved in writing the Concessionaire’s Allocable Costs for preparing a Change Proposal Estimate and the Developer delivered the conducting preliminary work to respond to a Request for Change Proposal then, within 30 Days following at the delivery Department’s request. Upon payment of the Change Proposalsuch Allocable Costs, the Department will pay to the Developer the lesser of (1) the Developer’s Allocable Costs for preparation of own all Work Product included in the Change Proposal or (2) the amount of the Change Proposal EstimateProposal.