Common use of Resolution of TxDOT Comments and Objections Clause in Contracts

Resolution of TxDOT Comments and Objections. (a) Developer shall respond to, and make modifications to the Submittal as necessary to fully reflect and resolve, all comments and objections to a Submittal by TxDOT and the Independent Engineer that are based on the following grounds: (i) the Submittal fails to comply with any applicable provision of the CDA Documents or Project Management Plan and component plans thereunder; (ii) the Submittal is not to a standard equal to or better than the requirements of Good Industry Practice; (iii) Developer has not provided all required information; (iv) implementation of the Submittal would result in a conflict with or violation of any Law or Governmental Approval; or (v) the Submittal requires or proposes a commitment, requirements, action, term or condition in connection with a Governmental Approval that is not the usual and customary arrangement offered or accepted by TxDOT for addressing similar circumstances affecting its own projects. The foregoing does not obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. (b) TxDOT or the Independent Engineer may also provide comments and objections that reflect concerns regarding interpretation or preferences of the commenter or that otherwise do not directly relate to grounds set forth in Section 8.1.6(a). Developer shall use reasonable efforts to accommodate or otherwise resolve any such comments or objections. However, unless the Submittal is subject to approval or disapproval by TxDOT in its discretion, the foregoing does not obligate Developer to incorporate any comments or resolve objections that are not reasonable and would result in a delay to a Critical Path on the Project Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. (c) If Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT, within 30 days after receipt of the comment or objection, an explanation why modifications based on such comment or objection are not required, including the facts, analyses and reasons that support the conclusion. Developer’s failure to provide such explanation with such 30-day period shall constitute Developer’s agreement to make all changes necessary to accommodate or resolve the comment or objection and Developer’s full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim. If there continues to be disagreement about any comment or objection, or the accommodation or resolution thereof, after Developer delivers its explanation, the Parties shall attempt in good faith to resolve the dispute; if the Parties are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (i) to the extent the Submittal is subject to TxDOT’s discretionary approval or disapproval (in which case TxDOT’s disapproval or approval shall govern), and (ii) if TxDOT elects to issue a Directive Letter pursuant to Section 13.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed matter.