Common use of Rights of Cooperation and Access Clause in Contracts

Rights of Cooperation and Access. ‌ 3.5.1 Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA, its Authorized Representative and the Department to facilitate IFA’s and the Department’s Oversight activities. Developer shall cause its representatives to be available at all reasonable times for consultation with IFA or its designee. Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA’s and the Department’s contractors performing work on or around the Project Right of Way as described in the Technical Provisions. 3.5.2 Without limiting the foregoing, IFA, its Authorized Representative and the Department shall have the right to, and Developer shall afford each of them, (a) safe and unrestricted access to the Project at all times, (b) safe access during normal business hours to Developer’s Project offices and operations buildings, (c) safe access during normal business hours to the Project Specific Locations, and (d) unrestricted access to data respecting the Project design, construction, operations and maintenance, and the Utility Adjustment Work. While IFA, its Authorized Representative, the Department, and their respective contractors are present on the Project, they shall abide by the Design-Build Contractor's reasonable, non- discriminatory safety policies and practices. 3.5.3 Without limiting the foregoing in Sections 3.5.1 and 3.5.2, Developer shall deliver to IFA, upon request, accurate and complete Books and Records, data and other information regarding Work, the Project and the Utility Adjustment Work, in the format required by the Technical Provisions. The following provisions apply to the materials and information described in the preceding sentence: 3.5.3.1 Developer shall have the right to designate conspicuously any documents that it believes contain trade secret or other information that would be exempted from disclosure in response to a public records request under the Public Records Act by placing "CONFIDENTIAL" in the header or footer of such page or record affected. Any such designation of trade secret or other basis for exemption shall be accompanied by a concise statement of reasons supporting the claim including the specific Law that authorizes the exemption from disclosure under the Public Records Act. 3.5.3.2 If a request is made for disclosure of Books and Records that have been designated by Developer as "CONFIDENTIAL", IFA will notify Developer and may submit the request for advice from IFA’s general counsel prior to disclosing any such documents in accordance with the Public Records Act and other applicable Law. Developer shall then have the opportunity to either consent to the disclosure or assert its basis for non-disclosure and claimed exception under the Public Records Act or other applicable Law to IFA within the time period specified in the notice issued by IFA (if any) and prior to the deadlines for release set forth in the Public Records Act and other applicable Law. However, it is the responsibility of Developer to monitor such proceedings and make timely filings. IFA may, but is not obligated to, make filings of its own concerning possible disclosure; however, IFA is under no obligation to support the positions of Developer. By entering this Agreement, Xxxxxxxxx consents to, and expressly waives any right to contest, the provision by IFA to IFA’s general counsel of all, or representative samples of, the Books and Records in accordance with the Public Records Act. IFA shall have no responsibility or obligation for a failure of Developer to respond or to respond timely to any request for disclosure of the Books and Records in accordance with the Public Records Act, and IFA shall not be required to wait therefor if it is required to disclose or otherwise take action under the Public Records Act or other applicable Law. Under no circumstances will IFA be responsible or liable to Developer or any other party as a result of disclosing any such materials, including materials marked “CONFIDENTIAL,” whether the disclosure is deemed required by Law or by an order of court or IFA’s general counsel or occurs through inadvertence, mistake or negligence on the part of IFA or its officers, employees, contractors or consultants. 3.5.3.3 IFA will not advise a submitting party or Developer as to the nature or content of documents entitled to protection from disclosure under the Public Records Act or other applicable Laws, as to the interpretation of such Laws, or as to definition of trade secret. Developer shall be solely responsible for all determinations made by it under applicable Laws and for clearly and prominently marking each and every page or sheet of materials with "CONFIDENTIAL" as it determines to be appropriate. Developer is advised to contact its own legal counsel concerning the effect of applicable Laws to Developer's Books and Records.‌ 3.5.3.4 In the event of any proceeding or litigation concerning the disclosure of any Books and Records to third parties, Developer shall be responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk; provided, however, that IFA reserves the right, in its sole discretion, to intervene or participate in the litigation in such manner as it deems necessary or desirable. All costs and fees (including attorneys’ fees and costs) incurred by IFA in connection with any litigation, proceeding or request for disclosure of Books and Records shall be reimbursed and paid by Xxxxxxxxx.

Rights of Cooperation and Access. ‌ 3.5.1 Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA, its Authorized Representative and the Department to facilitate IFA’s and the Department’s Oversight activities. Developer shall cause its representatives to be available at all reasonable times for consultation with IFA or its designee. Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA’s and the Department’s contractors performing work on or around the Project Right of Way as described in the Technical Provisions. 3.5.2 Without limiting the foregoing, IFA, its Authorized Representative and the Department shall have the right to, and Developer shall afford each of them, (a) safe and unrestricted access to the Project at all times, (b) safe access during normal business hours to Developer’s Project offices and operations buildings, (c) safe access during normal business hours to the Project Specific Locations, and (d) unrestricted access to data respecting the Project design, construction, operations and maintenance, and the Utility Adjustment Work. While IFA, its Authorized Representative, the Department, and their respective contractors are present on the Project, they shall abide by the Design-Build Contractor's reasonable, non- discriminatory safety policies and practices. 3.5.3 Without limiting the foregoing in Sections 3.5.1 and 3.5.2, Developer shall deliver to IFA, upon request, accurate and complete Books and Records, data and other information regarding Work, the Project and the Utility Adjustment Work, in the format required by the Technical Provisions. The following provisions apply to the materials and information described in the preceding sentence: 3.5.3.1 Developer shall have the right to designate conspicuously any documents that it believes contain trade secret or other information that would be exempted from disclosure in response to a public records request under the Public Records Act by placing "CONFIDENTIAL" in the header or footer of such page or record affected. Any such designation of trade secret or other basis for exemption shall be accompanied by a concise statement of reasons supporting the claim including the specific Law that authorizes the exemption from disclosure under the Public Records Act. 3.5.3.2 If a request is made for disclosure of Books and Records that have been designated by Developer as "CONFIDENTIAL", IFA will notify Developer and may submit the request for advice from IFA’s general counsel prior to disclosing any such documents in accordance with the Public Records Act and other applicable Law. Developer shall then have the opportunity to either consent to the disclosure or assert its basis for non-disclosure and claimed exception under the Public Records Act or other applicable Law to IFA within the time period specified in the notice issued by IFA (if any) and prior to the deadlines for release set forth in the Public Records Act and other applicable Law. However, it is the responsibility of Developer to monitor such proceedings and make timely filings. IFA may, but is not obligated to, make filings of its own concerning possible disclosure; however, IFA is under no obligation to support the positions of Developer. By entering this Agreement, Xxxxxxxxx Developer consents to, and expressly waives any right to contest, the provision by IFA to IFA’s general counsel of all, or representative samples of, the Books and Records in accordance with the Public Records Act. IFA shall have no responsibility or obligation for a failure of Developer to respond or to respond timely to any request for disclosure of the Books and Records in accordance with the Public Records Act, and IFA shall not be required to wait therefor if it is required to disclose or otherwise take action under the Public Records Act or other applicable Law. Under no circumstances will IFA be responsible or liable to Developer or any other party as a result of disclosing any such materials, including materials marked “CONFIDENTIAL,” whether the disclosure is deemed required by Law or by an order of court or IFA’s general counsel or occurs through inadvertence, mistake or negligence on the part of IFA or its officers, employees, contractors or consultants. 3.5.3.3 IFA will not advise a submitting party or Developer as to the nature or content of documents entitled to protection from disclosure under the Public Records Act or other applicable Laws, as to the interpretation of such Laws, or as to definition of trade secret. Developer shall be solely responsible for all determinations made by it under applicable Laws and for clearly and prominently marking each and every page or sheet of materials with "CONFIDENTIAL" as it determines to be appropriate. Developer is advised to contact its own legal counsel concerning the effect of applicable Laws to Developer's Books and Records.‌ 3.5.3.4 In the event of any proceeding or litigation concerning the disclosure of any Books and Records to third parties, Developer shall be responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk; provided, however, that IFA reserves the right, in its sole discretion, to intervene or participate in the litigation in such manner as it deems necessary or desirable. All costs and fees (including attorneys’ fees and costs) incurred by IFA in connection with any litigation, proceeding or request for disclosure of Books and Records shall be reimbursed and paid by XxxxxxxxxDeveloper.

Rights of Cooperation and Access. ‌ 3.5.1 Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA, its Authorized Representative and the Department to facilitate IFA’s and the Department’s Oversight activities. Developer shall cause its representatives to be available at all reasonable times for consultation with IFA or its designee. Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with (i) IFA’s and the Department’s contractors performing work on or around the Project Right of Way relating to the portion of Project Section 6 that is not included in the East End Crossing scope of Work as described in the Technical Provisions, and (ii) the Tolling Systems Integrator in connection with its activities relating to the installation and testing of the TCS and the Tolling Equipment. 3.5.2 Without limiting the foregoing, IFA, its Authorized Representative and the Department shall have the right to, and Developer shall afford each of them, (a) safe and unrestricted access to the Project East End Crossing at all times, (b) safe access during normal business hours to Developer’s Project East End Crossing offices and operations buildings, (c) safe access during normal business hours to the Project Specific Locations, and (d) unrestricted access to data respecting the Project East End Crossing design, construction, operations and maintenance, and the Utility Adjustment Work. While IFA, its Authorized Representative, the Department, and their respective contractors are present on the Project, they shall abide by the Design-Build Contractor's reasonable, non- discriminatory safety policies and practices. 3.5.3 Without limiting the foregoing in Sections 3.5.1 and 3.5.2, Developer shall deliver to IFA, upon request, accurate and complete Books and Records, data and other information regarding Work, the Project East End Crossing and the Utility Adjustment Work, in the format required by the Technical Provisions. The following provisions apply to the materials and information described in the preceding sentence: 3.5.3.1 Developer shall have the right to designate conspicuously any documents that it believes contain contains confidential financial information, trade secret secret, proprietary information or other information that would be exempted from disclosure in response to a public records request under the Public Records Act by placing "CONFIDENTIAL" in the header or footer of such page or record affected. Any such designation of trade secret or other basis for exemption shall be accompanied by a concise statement of reasons supporting the claim including Blanket designations that do not identify the specific Law that authorizes information shall not be acceptable and may be cause for IFA to treat the exemption from disclosure under entire document or record as public information. Nothing contained in this Section 3.5.3.1 shall modify or amend requirements and obligations imposed on IFA by the Public Records ActAct or other applicable Law. The provisions of the Public Records Act or other laws shall control in the event of a conflict between the procedures described above and the applicable Law. 3.5.3.2 If a request is made for disclosure of Books and Records that have been designated by Developer as "CONFIDENTIAL", IFA will notify the Developer and may submit the a request for advice from IFA’s general counsel prior to disclosing any such documents in accordance with the Public Records Act and other applicable Law. The Developer shall then have the opportunity to either consent to the disclosure or assert its basis for non-disclosure and claimed exception under the Public Records Act or other applicable Law to IFA IFA’s general counsel within the time period specified in the notice issued by IFA (if any) and prior to the deadlines for release set forth in the Public Records Act and other applicable Law. However, it is the responsibility of the Developer to monitor such proceedings and make timely filings. IFA may, but is not obligated to, make filings of its own concerning possible disclosure; however, IFA is under no obligation to support the positions of the Developer. By entering this Agreement, Xxxxxxxxx Developer consents to, and expressly waives any right to contest, the provision by IFA to IFA’s general counsel of all, or representative samples of, the Books and Records in accordance with the Public Records Act. IFA shall have no responsibility or obligation for a failure of Developer IFA’s general counsel to respond or to respond timely to any IFA request for disclosure of the Books and Records in accordance with the Public Records Act, advice and IFA shall not be required to wait therefor if it is required to disclose or otherwise take action under the Public Records Act or other applicable Law. Under no circumstances will IFA be responsible or liable to Developer or any other party as a result of disclosing any such materials, including materials marked “CONFIDENTIAL,” whether the disclosure is deemed required by Law or by an order of court or IFA’s general counsel or occurs through inadvertence, mistake or negligence on the part of IFA or its officers, employees, contractors or consultants. 3.5.3.3 IFA will not advise a submitting party or Developer as to the nature or content of documents entitled to protection from disclosure under the Public Records Act or other applicable Laws, as to the interpretation of such Laws, or as to definition of trade secret. The Developer shall be solely responsible for all determinations made by it under applicable Laws and for clearly and prominently marking each and every page or sheet of materials with "CONFIDENTIAL" as it determines to be appropriate. Developer is advised to contact its own legal counsel concerning the effect of applicable Laws to Developer's Books and Records.‌Records. 3.5.3.4 In the event of any proceeding or litigation concerning the disclosure of any Books and Records to third parties, the Developer shall be responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk; provided, however, that IFA reserves the right, in its sole discretion, to intervene or participate in the litigation in such manner as it deems necessary or desirable. All costs and fees (including attorneys’ fees and costs) incurred by IFA in connection with any litigation, proceeding or request for disclosure of Books and Records shall be reimbursed and paid by Xxxxxxxxx.Developer.‌‌

Rights of Cooperation and Access. ‌‌‌ 3.5.1 Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA, its Authorized Representative and the Department to facilitate IFA’s and the Department’s Oversight activities. Developer shall cause its representatives to be available at all reasonable times for consultation with IFA or its designee. Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with (i) IFA’s and the Department’s contractors performing work on or around the Project Right of Way relating to the portion of Project Section 6 that is not included in the East End Crossing scope of Work as described in the Technical Provisions, and (ii) the Tolling Systems Integrator in connection with its activities relating to the installation and testing of the TCS and the Tolling Equipment. 3.5.2 Without limiting the foregoing, IFA, its Authorized Representative and the Department shall have the right to, and Developer shall afford each of them, (a) safe and unrestricted access to the Project East End Crossing at all times, (b) safe access during normal business hours to Developer’s Project East End Crossing offices and operations buildings, (c) safe access during normal business hours to the Project Specific Locations, and (d) unrestricted access to data respecting the Project East End Crossing design, construction, operations and maintenance, and the Utility Adjustment Work. While IFA, its Authorized Representative, the Department, and their respective contractors are present on the ProjectEast End Crossing, they shall abide by the Design-Build Contractor's reasonable, non- non-discriminatory safety policies and practices. 3.5.3 Without limiting the foregoing in Sections 3.5.1 and 3.5.2, Developer shall deliver to IFA, upon request, accurate and complete Books and Records, data and other information regarding Work, the Project East End Crossing and the Utility Adjustment Work, in the format required by the Technical Provisions. The following provisions apply to the materials and information described in the preceding sentence: 3.5.3.1 Developer shall have the right to designate conspicuously any documents that it believes contain confidential financial information, trade secret secret, proprietary information or other information that would be exempted from disclosure in response to a public records request under the Public Records Act by placing "CONFIDENTIAL" in the header or footer of such page or record affected. Any such designation of trade secret or other basis for exemption shall be accompanied by a concise statement of reasons supporting the claim including Blanket designations that do not identify the specific Law that authorizes information shall not be acceptable and may be cause for IFA to treat the exemption from disclosure under entire document or record as public information. Nothing contained in this Section 3.5.3.1 shall modify or amend requirements and obligations imposed on IFA by the Public Records ActAct or other applicable Law. The provisions of the Public Records Act or other laws shall control in the event of a conflict between the procedures described above and the applicable Law. 3.5.3.2 If a request is made for disclosure of Books and Records that have been designated by Developer as "CONFIDENTIAL", IFA will notify Developer and may submit the a request for advice from IFA’s general counsel prior to disclosing any such documents in accordance with the Public Records Act and other applicable Law. The Developer shall then have the opportunity to either consent to the disclosure or assert its basis for non-disclosure and claimed exception under the Public Records Act or other applicable Law to IFA IFA’s general counsel within the time period specified in the notice issued by IFA (if any) and prior to the deadlines for release set forth in the Public Records Act and other applicable Law. However, it is the responsibility of Developer to monitor such proceedings and make timely filings. IFA may, but is not obligated to, make filings of its own concerning possible disclosure; however, IFA is under no obligation to support the positions of Developer. By entering this Agreement, Xxxxxxxxx consents to, and expressly waives any right to contest, the provision by IFA to IFA’s general counsel of all, or representative samples of, the Books and Records in accordance with the Public Records Act. IFA shall have no responsibility or obligation for a failure of Developer to respond or to respond timely to any request for disclosure of the Books and Records in accordance with the Public Records Act, and IFA shall not be required to wait therefor if it is required to disclose or otherwise take action under the Public Records Act or other applicable Law. Under no circumstances will IFA be responsible or liable to Developer or any other party as a result of disclosing any such materials, including materials marked “CONFIDENTIAL,” whether the disclosure is deemed required by Law or by an order of court or IFA’s general counsel or occurs through inadvertence, mistake or negligence on the part of IFA or its officers, employees, contractors or consultants. 3.5.3.3 IFA will not advise a submitting party or Developer as to the nature or content of documents entitled to protection from disclosure under the Public Records Act or other applicable Laws, as to the interpretation of such Laws, or as to definition of trade secret. The Developer shall be solely responsible for all determinations made by it under applicable Laws and for clearly and prominently marking each and every page or sheet of materials with "CONFIDENTIAL" as it determines to be appropriate. Developer is advised to contact its own legal counsel concerning the effect of applicable Laws to Developer's Books and Records.‌Records. 3.5.3.4 In the event of any proceeding or litigation concerning the disclosure of any Books and Records to third parties, Developer shall be responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk; provided, however, that IFA reserves the right, in its sole discretion, to intervene or participate in the litigation in such manner as it deems necessary or desirable. All costs and fees (including attorneys’ fees and costs) incurred by IFA in connection with any litigation, proceeding or request for disclosure of Books and Records shall be reimbursed and paid by XxxxxxxxxDeveloper.

Rights of Cooperation and Access. ‌ 3.5.1 Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA, its Authorized Representative and the Department to facilitate IFA’s and the Department’s Oversight activities. Developer shall cause its representatives to be available at all reasonable times for consultation with IFA or its designee. Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with (i) IFA’s and the Department’s contractors performing work on or around the Project Right of Way relating to the portion of Project Section 6 that is not included in the East End Crossing scope of Work as described in the Technical Provisions, and (ii) the Tolling Systems Integrator in connection with its activities relating to the installation and testing of the TCS and the Tolling Equipment. 3.5.2 Without limiting the foregoing, IFA, its Authorized Representative and the Department shall have the right to, and Developer shall afford each of them, (a) safe and unrestricted access to the Project East End Crossing at all times, (b) safe access during normal business hours to Developer’s Project East End Crossing offices and operations buildings, (c) safe access during normal business hours to the Project Specific Locations, and (d) unrestricted access to data respecting the Project East End Crossing design, construction, operations and maintenance, and the Utility Adjustment Work. While IFA, its Authorized Representative, the Department, and their respective contractors are present on the ProjectEast End Crossing, they shall abide by the Design-Build Contractor's reasonable, non- non-discriminatory safety policies and practices. 3.5.3 Without limiting the foregoing in Sections 3.5.1 and 3.5.2, Developer shall deliver to IFA, upon request, accurate and complete Books and Records, data and other information regarding Work, the Project East End Crossing and the Utility Adjustment Work, in the format required by the Technical Provisions. The following provisions apply to the materials and information described in the preceding sentence: 3.5.3.1 Developer shall have the right to designate conspicuously any documents that it believes contain confidential financial information, trade secret secret, proprietary information or other information that would be exempted from disclosure in response to a public records request under the Public Records Act by placing "CONFIDENTIAL" in the header or footer of such page or record affected. Any such designation of trade secret or other basis for exemption shall be accompanied by a concise statement of reasons supporting the claim including Blanket designations that do not identify the specific Law that authorizes information shall not be acceptable and may be cause for IFA to treat the exemption from disclosure under entire document or record as public information. Nothing contained in this Section 3.5.3.1 shall modify or amend requirements and obligations imposed on IFA by the Public Records Act.Act or other applicable Law. The provisions of the Public Records Act or other laws shall control in the event of a conflict between the procedures described above and the applicable Law.‌ 3.5.3.2 If a request is made for disclosure of Books and Records that have been designated by Developer as "CONFIDENTIAL", IFA will notify Developer and may submit the a request for advice from IFA’s general counsel prior to disclosing any such documents in accordance with the Public Records Act and other applicable Law. Developer shall then have the opportunity to either consent to the disclosure or assert its basis for non-disclosure and claimed exception under the Public Records Act or other applicable Law to IFA within the time period specified in the notice issued by IFA (if any) and prior to the deadlines for release set forth in the Public Records Act and other applicable Law. However, it is the responsibility of Developer to monitor such proceedings and make timely filings. IFA may, but is not obligated to, make filings of its own concerning possible disclosure; however, IFA is under no obligation to support the positions of Developer. By entering this Agreement, Xxxxxxxxx consents to, and expressly waives any right to contest, the provision by IFA to IFA’s general counsel of all, or representative samples of, the Books and Records in accordance with the Public Records Act. IFA shall have no responsibility or obligation for a failure of Developer to respond or to respond timely to any request for disclosure of the Books and Records in accordance with the Public Records Act, and IFA shall not be required to wait therefor if it is required to disclose or otherwise take action under the Public Records Act or other applicable Law. Under no circumstances will IFA be responsible or liable to Developer or any other party as a result of disclosing any such materials, including materials marked “CONFIDENTIAL,” whether the disclosure is deemed required by Law or by an order of court or IFA’s general counsel or occurs through inadvertence, mistake or negligence on the part of IFA or its officers, employees, contractors or consultants.and 3.5.3.3 IFA will not advise a submitting party or Developer as to the nature or content of documents entitled to protection from disclosure under the Public Records Act or other applicable Laws, as to the interpretation of such Laws, or as to definition of trade secret. Developer shall be solely responsible for all determinations made by it under applicable Laws and for clearly and prominently marking each and every page or sheet of materials with "CONFIDENTIAL" as it determines to be appropriate. Developer is advised to contact its own legal counsel concerning the effect of applicable Laws to Developer's Books and Records.‌Records. 3.5.3.4 In the event of any proceeding or litigation concerning the disclosure of any Books and Records to third parties, Developer shall be responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk; provided, however, that IFA reserves the right, in its sole discretion, to intervene or participate in the litigation in such manner as it deems necessary or desirable. All costs and fees (including attorneys’ fees and costs) incurred by IFA in connection with any litigation, proceeding or request for disclosure of Books and Records shall be reimbursed and paid by XxxxxxxxxDeveloper.

Rights of Cooperation and Access. ‌ 3.5.1 Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA, its Authorized Representative and the Department to facilitate IFA’s and the Department’s Oversight activities. Developer shall cause its representatives to be available at all reasonable times for consultation with IFA or its designee. Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA’s and the Department’s contractors performing work on or around the Project Right of Way as described in the Technical Provisions. 3.5.2 Without limiting the foregoing, IFA, its Authorized Representative and the Department shall have the right to, and Developer shall afford each of them, (a) safe and unrestricted access to the Project at all times, (b) safe access during normal business hours to Developer’s Project offices and operations buildings, (c) safe access during normal business hours to the Project Specific Locations, and (d) unrestricted access to data respecting the Project design, construction, operations and maintenance, and the Utility Adjustment Work. While IFA, its Authorized Representative, the Department, and their respective contractors are present on the Project, they shall abide by the Design-Build Contractor's reasonable, non- discriminatory safety policies and practices. 3.5.3 Without limiting the foregoing in Sections 3.5.1 and 3.5.2, Developer shall deliver to IFA, upon request, accurate and complete Books and Records, data and other information regarding Work, the Project and the Utility Adjustment Work, in the format required by the Technical Provisions. The following provisions apply to the materials and information described in the preceding sentence: 3.5.3.1 Developer shall have the right to designate conspicuously any documents that it believes contain trade secret or other information that would be exempted from disclosure in response to a public records request under the Public Records Act by placing "CONFIDENTIAL" in the header or footer of such page or record affected. Any such designation of trade secret or other basis for exemption shall be accompanied by a concise statement of reasons supporting the claim including the specific Law that authorizes the exemption from disclosure under the Public Records Act.Act.‌ 3.5.3.2 If a request is made for disclosure of Books and Records that have been designated by Developer as "CONFIDENTIAL", IFA will notify Developer and may submit the request for advice from IFA’s general counsel prior to disclosing any such documents in accordance with the Public Records Act and other applicable Law. Developer shall then have the opportunity to either consent to the disclosure or assert its basis for non-disclosure and claimed exception under the Public Records Act or other applicable Law to IFA within the time period specified in the notice issued by IFA (if any) and prior to the deadlines for release set forth in the Public Records Act and other applicable Law. However, it is the responsibility of Developer to monitor such proceedings and make timely filings. IFA may, but is not obligated to, make filings of its own concerning possible disclosure; however, IFA is under no obligation to support the positions of Developer. By entering this Agreement, Xxxxxxxxx Developer consents to, and expressly waives any right to contest, the provision by IFA to IFA’s general counsel of all, or representative samples of, the Books and Records in accordance with the Public Records Act. IFA shall have no responsibility or obligation for a failure of Developer to respond or to respond timely to any request for disclosure of the Books and Records in accordance with the Public Records Act, and IFA shall not be required to wait therefor if it is required to disclose or otherwise take action under the Public Records Act or other applicable Law. Under no circumstances will IFA be responsible or liable to Developer or any other party as a result of disclosing any such materials, including materials marked “CONFIDENTIAL,” whether the disclosure is deemed required by Law or by an order of court or IFA’s general counsel or occurs through inadvertence, mistake or negligence on the part of IFA or its officers, employees, contractors or consultants. 3.5.3.3 IFA will not advise a submitting party or Developer as to the nature or content of documents entitled to protection from disclosure under the Public Records Act or other applicable Laws, as to the interpretation of such Laws, or as to definition of trade secret. Developer shall be solely responsible for all determinations made by it under applicable Laws and for clearly and prominently marking each and every page or sheet of materials with "CONFIDENTIAL" as it determines to be appropriate. Developer is advised to contact its own legal counsel concerning the effect of applicable Laws to Developer's Books and Records.‌Records. 3.5.3.4 In the event of any proceeding or litigation concerning the disclosure of any Books and Records to third parties, Developer shall be responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk; provided, however, that IFA reserves the right, in its sole discretion, to intervene or participate in the litigation in such manner as it deems necessary or desirable. All costs and fees (including attorneys’ fees and costs) incurred by IFA in connection with any litigation, proceeding or request for disclosure of Books and Records shall be reimbursed and paid by Xxxxxxxxx.Developer.‌‌

Rights of Cooperation and Access. ‌ 3.5.1 Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA, its Authorized Representative and the Department to facilitate IFA’s and the Department’s Oversight activities. Developer shall cause its representatives to be available at all reasonable times for consultation with IFA or its designee. Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with (i) IFA’s and the Department’s contractors performing work on or around the Project Right of Way as described relating to the portion of Project Section 6 that is not included in the Technical Provisions.the 3.5.2 Without limiting the foregoing, IFA, its Authorized Representative and the Department shall have the right to, and Developer shall afford each of them, (a) safe and unrestricted access to the Project East End Crossing at all times, (b) safe access during normal business hours to Developer’s Project East End Crossing offices and operations buildings, (c) safe access during normal business hours to the Project Specific Locations, and (d) unrestricted access to data respecting the Project East End Crossing design, construction, operations and maintenance, and the Utility Adjustment Work. While IFA, its Authorized Representative, the Department, and their respective contractors are present on the ProjectEast End Crossing, they shall abide by the Design-Build Contractor's reasonable, non- non-discriminatory safety policies and practices. 3.5.3 Without limiting the foregoing in Sections 3.5.1 and 3.5.2, Developer shall deliver to IFA, upon request, accurate and complete Books and Records, data and other information regarding Work, the Project East End Crossing and the Utility Adjustment Work, in the format required by the Technical Provisions. The following provisions apply to the materials and information described in the preceding sentence: 3.5.3.1 Developer shall have the right to designate conspicuously any documents that it believes contain confidential financial information, trade secret secret, proprietary information or other information that would be exempted from disclosure in response to a public records request under the Public Records Act by placing "CONFIDENTIAL" in the header or footer of such page or record affected. Any such designation of trade secret or other basis for exemption shall be accompanied by a concise statement of reasons supporting the claim including Blanket designations that do not identify the specific Law that authorizes information shall not be acceptable and may be cause for IFA to treat the exemption from disclosure under entire document or record as public information. Nothing contained in this Section 3.5.3.1 shall modify or amend requirements and obligations imposed on IFA by the Public Records ActAct or other applicable Law. The provisions of the Public Records Act or other laws shall control in the event of a conflict between the procedures described above and the applicable Law. 3.5.3.2 If a request is made for disclosure of Books and Records that have been designated by Developer as "CONFIDENTIAL", IFA will notify Developer and may submit the a request for advice from IFA’s general counsel prior to disclosing any such documents in accordance with the Public Records Act and other applicable Law. The Developer shall then have the opportunity to either consent to the disclosure or assert its basis for non-disclosure and claimed exception under the Public Records Act or other applicable Law to IFA IFA’s general counsel within the time period specified in the notice issued by IFA (if any) and prior to the deadlines for release set forth in the Public Records Act and other applicable Law. However, it is the responsibility of Developer to monitor such proceedings and make timely filings. IFA may, but is not obligated to, make filings of its own concerning possible disclosure; however, IFA is under no obligation to support the positions of Developer. By entering this Agreement, Xxxxxxxxx Developer consents to, and expressly waives any right to contest, the provision by IFA to IFA’s general counsel of all, or representative samples of, the Books and Records in accordance with the Public Records Act. IFA shall have no responsibility or obligation for a failure of Developer IFA’s general counsel to respond or to respond timely to any IFA request for disclosure of the Books and Records in accordance with the Public Records Act, advice and IFA shall not be required to wait therefor if it is required to disclose or otherwise take action under the Public Records Act or other applicable Law. Under no circumstances will IFA be responsible or liable to Developer or any other party as a result of disclosing any such materials, including materials marked “CONFIDENTIAL,” whether the disclosure is deemed required by Law or by an order of court or IFA’s general counsel or occurs through inadvertence, mistake or negligence on the part of IFA or its officers, employees, contractors or consultants. 3.5.3.3 IFA will not advise a submitting party or Developer as to the nature or content of documents entitled to protection from disclosure under the Public Records Act or other applicable Laws, as to the interpretation of such Laws, or as to definition of trade secret. The Developer shall be solely responsible for all determinations made by it under applicable Laws and for clearly and prominently marking each and every page or sheet of materials with "CONFIDENTIAL" as it determines to be appropriate. Developer is advised to contact its own legal counsel concerning the effect of applicable Laws to Developer's Books and Records.‌Records. 3.5.3.4 In the event of any proceeding or litigation concerning the disclosure of any Books and Records to third parties, Developer shall be responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk; provided, however, that IFA reserves the right, in its sole discretion, to intervene or participate in the litigation in such manner as it deems necessary or desirable. All costs and fees (including attorneys’ fees and costs) incurred by IFA in connection with any litigation, proceeding or request for disclosure of Books and Records shall be reimbursed and paid by XxxxxxxxxDeveloper.

Rights of Cooperation and Access. ‌ 3.5.1 Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA, its Authorized Representative and the Department to facilitate IFA’s and the Department’s Oversight activities. Developer shall cause its representatives to be available at all reasonable times for consultation with IFA or its designee. Developer at all times shall coordinate and cooperate, and require its Contractors to coordinate and cooperate, with IFA’s and the Department’s contractors performing work on or around the Project Right of Way as described in the Technical Provisions. 3.5.2 Without limiting the foregoing, IFA, its Authorized Representative and the Department shall have the right to, and Developer shall afford each of them, (a) safe and unrestricted access to the Project at all times, (b) safe access during normal business hours to Developer’s Project offices and operations buildings, (c) safe access during normal business hours to the Project Specific Locations, and (d) unrestricted access to data respecting the Project design, construction, operations and maintenance, and the Utility Adjustment Work. While IFA, its Authorized Representative, the Department, and their respective contractors are present on the Project, they shall abide by the Design-Build Contractor's reasonable, non- discriminatory safety policies and practices. 3.5.3 Without limiting the foregoing in Sections 3.5.1 and 3.5.2, Developer shall deliver to IFA, upon request, accurate and complete Books and Records, data and other information regarding Work, the Project and the Utility Adjustment Work, in the format required by the Technical Provisions. The following provisions apply to the materials and information described in the preceding sentence: 3.5.3.1 Developer shall have the right to designate conspicuously any documents that it believes contain trade secret or other information that would be exempted from disclosure in response to a public records request under the Public Records Act by placing "CONFIDENTIAL" in the header or footer of such page or record affected. Any such designation of trade secret or other basis for exemption shall be accompanied by a concise statement of reasons supporting the claim including the specific Law that authorizes the exemption from disclosure under the Public Records Act. 3.5.3.2 If a request is made for disclosure of Books and Records that have been designated by Developer as "CONFIDENTIAL", IFA will notify Developer and may submit the request for advice from IFA’s general counsel prior to disclosing any such documents in accordance with the Public Records Act and other applicable Law. Developer shall then have the opportunity to either consent to the disclosure or assert its basis for non-disclosure and claimed exception under the Public Records Act or other applicable Law to IFA within the time period specified in the notice issued by IFA (if any) and prior to the deadlines for release set forth in the Public Records Act and other applicable Law. However, it is the responsibility of Developer to monitor such proceedings and make timely filings. IFA may, but is not obligated to, make filings of its own concerning possible disclosure; however, IFA is under no obligation to support the positions of Developer. By entering this Agreement, Xxxxxxxxx Developer consents to, and expressly waives any right to contest, the provision by IFA to IFA’s general counsel of all, or representative samples of, the Books and Records in accordance with the Public Records Act. IFA shall have no responsibility or obligation for a failure of Developer to respond or to respond timely to any request for disclosure of the Books and Records in accordance with the Public Records Act, and IFA shall not be required to wait therefor if it is required to disclose or otherwise take action under the Public Records Act or other applicable Law. Under no circumstances will IFA be responsible or liable to Developer or any other party as a result of disclosing any such materials, including materials marked “CONFIDENTIAL,” whether the disclosure is deemed required by Law or by an order of court or IFA’s general counsel or occurs through inadvertence, mistake or negligence on the part of IFA or its officers, employees, contractors or consultants. 3.5.3.3 IFA will not advise a submitting party or Developer as to the nature or content of documents entitled to protection from disclosure under the Public Records Act or other applicable Laws, as to the interpretation of such Laws, or as to definition of trade secret. Developer shall be solely responsible for all determinations made by it under applicable Laws and for clearly and prominently marking each and every page or sheet of materials with "CONFIDENTIAL" as it determines to be appropriate. Developer is advised to contact its own legal counsel concerning the effect of applicable Laws to Developer's Books and Records.‌Records. 3.5.3.4 In the event of any proceeding or litigation concerning the disclosure of any Books and Records to third parties, Developer shall be responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk; provided, however, that IFA reserves the right, in its sole discretion, to intervene or participate in the litigation in such manner as it deems necessary or desirable. All costs and fees (including attorneys’ fees and costs) incurred by IFA in connection with any litigation, proceeding or request for disclosure of Books and Records shall be reimbursed and paid by Xxxxxxxxx.Developer.‌‌