Common use of Time of Essence; Notices to Proceed Clause in Contracts

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer DB Contractor hereby commits, and TxDOT is relying upon DeveloperDB Contractor's commitment, to develop design and construct the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for DeveloperDB Contractor's performance of its covenants, conditions and obligations are of the essence, and Developer DB Contractor waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx DB Contractor to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer DB Contractor to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer DB Contractor to enter the Project Right of Way owned by TxDOT owns in order to conduct for the purpose of conducting surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding XxxxxxxxxDB Contractor’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer DB Contractor to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer DB Contractor may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer DB Contractor of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer DB Contractor to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer DB Contractor shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating and entering into Utility Agreements with Utility Owners. DeveloperDeveloper may commence Design Work and ROW acquisition services (other than making offers or contacting property owners in connection with acquisitions) in accordance with the Technical Provisions, howeverat its sole risk, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after and prior to approval by TxDOT of the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation portions of the Project Management Plan relevant to such Work; provided, however, TxDOT is not obligated to accept or review any design or ROW acquisition Submittals after issuance of NTP1 and the Project Schedule. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT mayby TxDOT, in its sole discretion, elect of the relevant portions of the Project Management Plan. To the extent the approval of the Project Management Plan will require revision of these Submittals, Developer shall perform such revisions and submit or re- submit as necessary. Refer to issue NTP2 (a) Section 12.1.3 regarding the limitation on payments for Work prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.(b) Sections 12.1.4

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract CDA Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 12.1.3 and 15.9 15.10 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 270 days after the Effective Proposal Due Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project SchedulePlan. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this AgreementDBA, Developer DB Contractor hereby commits, and TxDOT is relying upon Developer's DB Contractor’s commitment, to develop the Project in accordance with the time periods set forth in this AgreementDBA. Except where this Agreement DBA expressly provides for an extension of timetime or where Liquidated Damages are payable by DB Contractor with respect to missed Completion Deadlines, the time limitations set forth in the Contract DBA Documents for DeveloperDB Contractor's performance of its covenants, conditions and obligations are of the essence, and Developer DB Contractor waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx DB Contractor to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTPs, including Option Notice(s) to Proceed. DB Contractor acknowledges and agrees that TxDOT has no obligation to issue an NTP hereunder, and further agrees that unless and until NTP1 is issued, TxDOT shall have no liability to DB Contractor hereunder, and NTP2unless and until the NTP for a portion of the Work is issued, TxDOT’s liability hereunder shall be limited to payment owing hereunder for Work under NTPs actually issued. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this AgreementDBA. Issuance of NTP1 authorizes Developer DB Contractor to perform (or, continue performance of) only the Work described in this Section 4.1.3 or otherwise expressly authorized upon issuance of NTP1 in the DBA Documents. Issuance of NTP1 authorizes DB Contractor to perform the portion of the Work that is necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer DB Contractor to enter the portion of the Project Right ROW owned by TxDOT for the purpose of Way TxDOT owns in order to conduct conducting surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. DeveloperDB Contractor, however, shall not execute any Project Utility Adjustment Agreement until issuance of NTP2. Refer to (a) Section 12.1.3 regarding the limitation on payments for Work prior to issuance of NTP2 and (b) Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding XxxxxxxxxDB Contractor’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval approval, in its sole discretion, of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer DB Contractor to perform all other Work (including ROW acquisition services) and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer DB Contractor may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer DB Contractor of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer DB Contractor to TxDOT the amount of $1,000 for each day that (a) NTP2 is has been issued and (b) any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer DB Contractor shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at In its sole and absolute discretion, TxDOT may exercise Options 3A-3I by issuing one or more Option Notices to direct Developer Proceed directing DB Contractor to proceed with any of the Option 3 Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Optionstherein. The deadline for issuance of such Option Notices to Proceed is the 365th 180th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option 3 Work will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised in which case the “Price” shall mean the Option Price of that the Option(s) identified in the Option Notice to Proceed and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice issues the Option Notice to Developer Proceed. If TxDOT issues an Option Notice to Proceed under this Section 4.1.6, then DB Contractor shall complete the following preliminary Work within 45 days after issuance of its intent the Option Notice to exercise each such Option. The schedule for undertaking Proceed: (a) submittal by DB Contractor to TxDOT and completing any such Option shall be agreed upon approval by TxDOT of a revised WBS for the Option 3 Work under Section 2 of the Technical Provisions and Developer (b) submittal by DB Contractor to TxDOT and approval by TxDOT of an update to the Project Baseline Schedule for the Option 3 Work under Section 2 of the Technical Provisions. DB Contractor shall not commence any Option 3 Work other than the preliminary Work described above until the revised WBS and update to the Project Baseline Schedule are approved by TxDOT. Upon TxDOT’s approval of the revised WBS and update to the Project Baseline Schedule, DB Contractor may perform all other activities pertaining to the Option 3 Work; provided however, DB Contractor shall not undertake any Construction Work for the Option 3 Work until after all the conditions to the commencement of Construction Work set forth in the applicable Section 4.4 have been satisfied. If TxDOT timely issues an Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated the Price and Maximum Payment Curve will be adjusted in accordance with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed12.1.2.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer DB Contractor hereby commits, and TxDOT is relying upon DeveloperDB Contractor's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for DeveloperDB Contractor's performance of its covenants, conditions and obligations are of the essence, and Developer DB Contractor waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx DB Contractor to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2NTP2 and at TxDOT’s election, Option Notice to Proceed. DB Contractor acknowledges and agrees that TxDOT has no obligation to issue an NTP hereunder, and further agrees that unless and until NTP1 is issued, TxDOT shall have no liability to DB Contractor hereunder, and unless and until the NTP for a portion of the Work is issued, TxDOT’s liability hereunder shall be limited to payment owing hereunder for Work under NTPs actually issued. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 only authorizes Developer DB Contractor to perform (or, continue performance of) the Work described in this Section 4.1.3 or otherwise expressly authorized upon issuance of NTP1 in the Contract Documents. Issuance of NTP1 authorizes the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer DB Contractor to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. DeveloperDB Contractor, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding XxxxxxxxxDB Contractor’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer DB Contractor to perform all other Work (including ROW acquisition services) and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer DB Contractor may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer DB Contractor of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer DB Contractor to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer DB Contractor shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth described in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at in its sole discretion, to direct Developer DB Contractor to proceed with any of the Option Work, as described in Section 1.2 1.1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option NTP, on or Options. The deadline for before the later of (i) 90 days after the issuance of such Option Notices to Proceed is NTP1, or (ii) the 365th day following the effective date of NTP1issuance of NTP2. If TxDOT issues an Option Notice to Proceed under this Section 4.1.6, then DB Contractor shall complete the following preliminary Work within 45 days after the 90th day following the effective date issuance of NTP1, the Option Price Notice to Proceed: (a) submittal by DB Contractor to TxDOT and approval by TxDOT of a revised WBS for the applicable Option will be subject Work under Section 2 of the Technical Provisions and (b) submittal by DB Contractor to adjustment in accordance with Section 12.1.4.1, where TxDOT and approval by TxDOT of an update to the Project Baseline Schedule for each Option exercised “Price” shall mean the Option Price Work under Section 2 of that the Technical Provisions. DB Contractor shall not commence any Work pertaining to the Option Work, other than the preliminary Work described above until the revised WBS and “N” update to the Project Baseline Schedule are approved by TxDOT. Upon TxDOT’s approval of the revised WBS and update to the Project Baseline Schedule, DB Contractor may perform all other activities pertaining to the Option Work; provided however, DB Contractor shall mean not undertake any Construction Work for the number Option Work until after all the conditions to the commencement of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and Construction Work set forth in the applicable Section 4.4 have been satisfied. If TxDOT timely issues an Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated the Price and Maximum Payment Curve will be adjusted in accordance with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed12.1.2.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2, and, at TxDOT’s election, to proceed with acceleration of certain Work through NTP3 and NTP4. NTP3 and NTP4, if issued, shall authorize the acceleration of Early Completion Work. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its At TxDOT’s sole discretion, to direct Developer to proceed with TxDOT may issue NTP3 at any time during the period commencing on the date of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 NTP2 and ending on the date TxDOT provides written notice to Developer that is 547 days after issuance of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, NTP1; provided however, TxDOT will not issue NTP3 unless Developer has access to a majority of the parcels required to perform the NTP3 Work and Developer has entered into PUAAs with CenterPoint and AT&T for Utility Adjustment Work required for the NTP3 Work. NTP3 authorizes Developer to accelerate the NTP3 Work. If TxDOT does not issue NTP3 within 547 days after issuance of NTP1, TxDOT shall have no further right to issue NTP3 under this Section 4.1.6 accelerating the NTP3 Work. 4.1.7 At TxDOT’s sole discretion, TxDOT may issue NTP4 at any time during the period commencing on the date of issuance of NTP2 and ending on the date that any extension is 576 days after issuance of NTP1; provided however, TxDOT will not issue NTP4 unless Developer has access to a Completion Deadline associated majority of the parcels required to perform the NTP4 Work and Developer has entered into PUAAs with Option CenterPoint and Centurylink for Utility Adjustment Work required for the NTP4 Work. Issuance of NTP4 authorizes Developer to accelerate the NTP4 Work. If TxDOT does not issue NTP4 on or before 576 days after issuance of NTP1, TxDOT shall be subject have no further right to issue NTP4 under this Section 4.1.6 accelerating the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to ProceedNTP4 Work.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract CDA Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 12.1.3 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 270 days after the Effective Proposal Due Date. 4.1.4 Assuming that the NEPA Approval has been obtained, TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project SchedulePlan. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract CDA Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx Developer to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 12.1.3 and 15.9 15.10 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding XxxxxxxxxDeveloper’s remedies for certain delays in issuance of NTP1 beyond 365 270 days after the Effective Proposal Due Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project SchedulePlan. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this AgreementDBA, Developer DB Contractor hereby commits, and TxDOT is relying upon Developer's DB Contractor’s commitment, to develop the Project in accordance with the time periods set forth in this AgreementDBA. Except where this Agreement DBA expressly provides for an extension of timetime or where Liquidated Damages are payable by DB Contractor with respect to missed Completion Deadlines, the time limitations set forth in the Contract DBA Documents for DeveloperDB Contractor's performance of its covenants, conditions and obligations are of the essence, and Developer DB Contractor waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx DB Contractor to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTPs, including Option Notice(s) to Proceed. DB Contractor acknowledges and agrees that TxDOT has no obligation to issue an NTP hereunder, and further agrees that unless and until NTP1 is issued, TxDOT shall have no liability to DB Contractor hereunder, and NTP2unless and until the NTP for a portion of the Work is issued, TxDOT’s liability hereunder shall be limited to payment owing hereunder for Work under NTPs actually issued. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this AgreementDBA. Issuance of NTP1 authorizes Developer DB Contractor to perform (or, continue performance of) the portion of the Work that is necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer DB Contractor to enter the portion of the Project Right ROW owned by TxDOT for the purpose of Way TxDOT owns in order to conduct conducting surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. DeveloperDB Contractor, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to (a) Section 12.1.3 regarding the limitation on payments for Work prior to issuance of NTP2 and (b) Sections 12.1.4 and 15.9 13 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding XxxxxxxxxDB Contractor’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval approval, in its sole discretion, of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer DB Contractor to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer DB Contractor may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer DB Contractor of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer DB Contractor to TxDOT the amount of $1,000 for each day that (a) NTP2 is has been issued and (b) any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer DB Contractor shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at in its sole discretion, to direct Developer DB Contractor to proceed with any of the Option Work, as described in Section 1.2 1.2.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th 180th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in issues the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with . If TxDOT issues an Option Notice to Proceed under this Section 4.1.6, then DB Contractor shall complete the following preliminary Work within 45 days after issuance of the Option Notice to Proceed.:

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this AgreementDBA, Developer DB Contractor hereby commits, and TxDOT is relying upon Developer's DB Contractor’s commitment, to develop the Project in accordance with the time periods set forth in this AgreementDBA. Except where this Agreement DBA expressly provides for an extension of timetime or where Liquidated Damages are payable by DB Contractor with respect to missed Completion Deadlines, the time limitations set forth in the Contract DBA Documents for DeveloperDB Contractor's performance of its covenants, conditions and obligations are of the essence, and Developer DB Contractor waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx DB Contractor to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTPs, including Option Notice(s) to Proceed. DB Contractor acknowledges and agrees that TxDOT has no obligation to issue an NTP hereunder, and further agrees that unless and until NTP1 is issued, TxDOT shall have no liability to DB Contractor hereunder, and NTP2unless and until the NTP for a portion of the Work is issued, TxDOT’s liability hereunder shall be limited to payment owing hereunder for Work under NTPs actually issued. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this AgreementDBA. Issuance of NTP1 only authorizes DB Contractor to perform the Work described in this Section 4.1.3 or otherwise expressly authorized upon issuance of NTP1 in the DBA Documents. Issuance of NTP1 authorizes Developer DB Contractor to perform (or, continue performance of) the portion of the Work that is necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer DB Contractor to enter the portion of the Project Right ROW owned by TxDOT for the purpose of Way TxDOT owns in order to conduct conducting surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. DeveloperDB Contractor, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to (a) Section 12.1.3 regarding the limitation on payments for Work prior to issuance of NTP2 and (b) Sections 12.1.4 and 15.9 13 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding XxxxxxxxxDB Contractor’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval approval, in its sole discretion, of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer DB Contractor to perform all other Work (including ROW acquisition services) and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer DB Contractor may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer DB Contractor of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer DB Contractor to TxDOT the amount of $1,000 for each day that (a) NTP2 is has been issued and (b) any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer DB Contractor shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at in its sole discretion, to direct Developer DB Contractor to proceed with any of the Option Work, as described in Section 1.2 1.2.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th 180th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice issues the Option Notice to Developer Proceed. If TxDOT issues an Option Notice to Proceed under this Section 4.1.6, then DB Contractor shall complete the following preliminary Work within 45 days after issuance of its intent the Option Notice to exercise each such Option. The schedule for undertaking Proceed: (a) submittal by DB Contractor to TxDOT and completing any such Option shall be agreed upon approval by TxDOT of a revised WBS for the Option Work under Section 2 of the Technical Provisions and Developer (b) submittal by DB Contractor to TxDOT and approval by TxDOT of an update to the Project Baseline Schedule for the Option Work under Section 2 of the Technical Provisions. DB Contractor shall not commence any Work pertaining to the Option Work other than the preliminary Work described above until the revised WBS and update to the Project Baseline Schedule are approved by TxDOT. Upon TxDOT’s approval of the revised WBS and update to the Project Baseline Schedule, DB Contractor may perform all other activities pertaining to the Option Work; provided however, DB Contractor shall not undertake any Construction Work for the Option Work until after all the conditions to the commencement of Construction Work set forth in the applicable Section 4.4 have been satisfied. If TxDOT timely issues an Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated the Price and Maximum Payment Curve will be adjusted in accordance with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed12.1.2.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th 180th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating and entering into Utility Agreements with Utility Owners. DeveloperDeveloper may commence Design Work and ROW acquisition services (other than making offers or contacting property owners in connection with acquisitions) in accordance with the Technical Provisions, howeverat its sole risk, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer prior to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after and approval by TxDOT of the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation portions of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer relevant to perform all other Work and activities pertaining such Work; provided, however, TxDOT is not obligated to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 accept or review any design or ROW acquisition Submittals prior to issuance of NTP1 and approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT mayby TxDOT, in its sole discretion, elect of the relevant portions of the Project Management Plan. To the extent the approval of the Project Management Plan will require revision of these Submittals, Developer shall perform such revisions and submit or re-submit as necessary. Refer to issue NTP2 (a) Section 12.1.3 regarding the limitation on payments for Work prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.(b) Sections 12.1.4

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th 180th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption disruption costs arising out of an extension of time in connection with an Option Notice to Proceed.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx Developer to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2, and, at TxDOT’s election, to proceed with acceleration of certain Work through NTP3 and NTP4. NTP3 and NTP4, if issued, shall authorize the acceleration of Early Completion Work. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding XxxxxxxxxDeveloper’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its At TxDOT’s sole discretion, to direct Developer to proceed with TxDOT may issue NTP3 at any time during the period commencing on the date of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 NTP2 and ending on the date TxDOT provides written notice to Developer that is 547 days after issuance of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, NTP1; provided however, TxDOT will not issue NTP3 unless Developer has access to a majority of the parcels required to perform the NTP3 Work and Developer has entered into PUAAs with CenterPoint and AT&T for Utility Adjustment Work required for the NTP3 Work. NTP3 authorizes Developer to accelerate the NTP3 Work. If TxDOT does not issue NTP3 within 547 days after issuance of NTP1, TxDOT shall have no further right to issue NTP3 under this Section 4.1.6 accelerating the NTP3 Work. 4.1.7 At TxDOT’s sole discretion, TxDOT may issue NTP4 at any time during the period commencing on the date of issuance of NTP2 and ending on the date that any extension is 576 days after issuance of NTP1; provided however, TxDOT will not issue NTP4 unless Developer has access to a Completion Deadline associated majority of the parcels required to perform the NTP4 Work and Developer has entered into PUAAs with Option CenterPoint and Centurylink for Utility Adjustment Work required for the NTP4 Work. Issuance of NTP4 authorizes Developer to accelerate the NTP4 Work. If TxDOT does not issue NTP4 on or before 576 days after issuance of NTP1, TxDOT shall be subject have no further right to issue NTP4 under this Section 4.1.6 accelerating the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to ProceedNTP4 Work.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer DB Contractor hereby commits, and TxDOT is relying upon DeveloperDB Contractor's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for DeveloperDB Contractor's performance of its covenants, conditions and obligations are of the essence, and Developer DB Contractor waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx DB Contractor to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2NTP2 and at TxDOT’s election, a Limited NTP2 and Option Notice to Proceed. DB Contractor acknowledges and agrees that TxDOT has no obligation to issue an NTP hereunder, and further agrees that unless and until NTP1 is issued, TxDOT shall have no liability to DB Contractor hereunder, and unless and until the NTP for a portion of the Work is issued, TxDOT’s liability hereunder shall be limited to payment owing hereunder for Work under NTPs actually issued. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 only authorizes Developer DB Contractor to perform (or, continue performance of) the Work described in this Section 4.1.3 or otherwise expressly authorized upon issuance of NTP1 in the Contract Documents. Issuance of NTP1 authorizes the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer DB Contractor to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. DeveloperDB Contractor, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding XxxxxxxxxDB Contractor’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project ScheduleSchedule and receipt of the USACE 404 Permit for Segments H and I2. Issuance of NTP2 authorizes Developer DB Contractor to perform all other Work (including ROW acquisition services) and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer DB Contractor may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer DB Contractor of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer DB Contractor to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer DB Contractor shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth described in Section 4.4 have been satisfied. 4.1.6 If TxDOT does not receive the USACE Individual Permit for Segments H and I-1 by such time as TxDOT has approved the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions and the Project Schedule, TxDOT, in its sole discretion, may issue a modified NTP2 (“Limited NTP2”) that authorizes certain Work that is permissible in advance of the USACE Individual Permit for Segments H and I-1. The Limited NTP2 shall describe the Work authorized by the Limited NTP2 and include a not-to-exceed dollar amount for Work that is performed prior to NTP2. The Work authorized by Limited NTP2 may include one or more of the following: 4.1.6.1 All Work (including Design Work and Construction Work) for Segment I-2, including the Xxxxxx Road overpass, Sta. 69+88 to Sta. 517+54.06; 4.1.6.2 All Work (including Design Work and Construction Work) for the I-69 interchange and transition from Segment G to the beginning of Segment H from Sta. 1016+60 to Sta. 1060+00, which represents 0.8 miles and two bridges over I-69, and the Design Work for the remaining portion of Segment H; 4.1.6.3 All Work (including Design Work and Construction Work) for the I-10 interchange and transition from I-1 to I-2 south of I-10, from Sta. 3029+50 to Sta. 3148+00, which represents approximately 2 miles, and the Design Work for the remaining portion of Segment I-1; and 4.1.6.4 Acquisition of Project Right of Way, including pre-acquisition services for the Project. 4.1.7 TxDOT shall have the option, at in its sole discretion, to direct Developer DB Contractor to proceed with any of the Option Work, as described in Section 1.2 1.1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option NTP, on or Options. The deadline for before the later of (i) 90 days after the issuance of such Option Notices to Proceed is NTP1, or (ii) the 365th day following the effective date of NTP1issuance of NTP2. If TxDOT issues an Option Notice to Proceed under this Section 4.1.7, then DB Contractor shall complete the following preliminary Work within 45 days after the 90th day following the effective date issuance of NTP1, the Option Price Notice to Proceed: (a) submittal by DB Contractor to TxDOT and approval by TxDOT of a revised WBS for the applicable Option will be subject Work under Section 2 of the Technical Provisions and (b) submittal by DB Contractor to adjustment in accordance with Section 12.1.4.1, where TxDOT and approval by TxDOT of an update to the Project Baseline Schedule for each Option exercised “Price” shall mean the Option Price Work under Section 2 of that the Technical Provisions. DB Contractor shall not commence any Work pertaining to the Option Work, other than the preliminary Work described above until the revised WBS and “N” update to the Project Baseline Schedule are approved by TxDOT. Upon TxDOT’s approval of the revised WBS and update to the Project Baseline Schedule, DB Contractor may perform all other activities pertaining to the Option Work; provided however, DB Contractor shall mean not undertake any Construction Work for the number Option Work until after all the conditions to the commencement of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and Construction Work set forth in the applicable Section 4.4 have been satisfied. If TxDOT timely issues an Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated the Price and Maximum Payment Schedule will be adjusted in accordance with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed12.1.2.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer DB Contractor hereby commits, and TxDOT is relying upon DeveloperDB Contractor's commitment, to develop design and construct the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for DeveloperDB Contractor's performance of its covenants, conditions and obligations are of the essence, and Developer DB Contractor waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx DB Contractor to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer DB Contractor to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer DB Contractor to enter the Project Right of Way owned by TxDOT owns in order to conduct for the purpose of conducting surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding XxxxxxxxxDB Contractor’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer DB Contractor to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer DB Contractor may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer DB Contractor of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer DB Contractor to TxDOT the amount of $1,000 [1,000] for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer DB Contractor shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth fort h in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating and entering into Utility Agreements with Utility Owners. DeveloperDeveloper may commence Design Work and ROW acquisition services (other than making offers or contacting property owners in connection with acquisitions) in accordance with the Technical Provisions, howeverat its sole risk, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer prior to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after and approval by TxDOT of the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation portions of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer relevant to perform all other Work and activities pertaining such Work; provided, however, TxDOT is not obligated to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 accept or review any design or ROW acquisition Submittals prior to issuance of NTP1 and approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT mayby TxDOT, in its sole discretion, elect of the relevant portions of the Project Management Plan. To the extent the approval of the Project Management Plan will require revision of these Submittals, Developer shall perform such revisions and submit or re -submit as necessary. Refer to issue NTP2 (a) Section 12.1.3 regarding the limitation on payments for Work prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.(b) Sections 12.1.4

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2, and, at TxDOT’s election, to proceed with acceleration of certain Work through NTP3 and NTP4. NTP3 and NTP4, if issued, shall authorize the acceleration of Early Completion Work. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied.. Texas Department of Transportation SH 99 Grand Parkway Project May 3June 19, 2012 28 Request for ProposalsRFP Addendum 1 Development Agreement 4.1.6 TxDOT shall have the option, at its At TxDOT’s sole discretion, to direct Developer to proceed with TxDOT may issue issue NTP3 at any time during the period commencing on the date of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 NTP2 and ending on the date that is 547 days after issuance of NTP1. NTP3 authorizes Developer to accelerate the NTP3 Work. If TxDOT provides written notice does not issue NTP3 within 547 days after issuance of NTP1, TxDOT shall have no further right to issue NTP3 under this Section 4.1.6 accelerating the NTP3 Work. 4.1.7 At TxDOT’s sole discretion, TxDOT may issue issue NTP4 at any time during the period commencing on the date of issuance of NTP2 and ending on the date that is 576 days after issuance of NTP1. Issuance of NTP4 authorizes Developer to accelerate the NTP4 Work. If TxDOT does not issue NTP4 on or before 576 days after issuance of its intent NTP1, TxDOT shall have no further right to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.issue NTP4 under this Section

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2, and, at TxDOT’s election, to proceed with acceleration of certain Work through NTP3 and NTP4. NTP3 and NTP4, if issued, shall authorize the acceleration of Early Completion Work. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied.Texas Department of Transportation SH 99 Grand Parkway Project June 19July 2, 2012 27 RFP Addendum 1 2 Development Agreement 4.1.6 TxDOT shall have the option, at its At TxDOT’s sole discretion, to direct Developer to proceed with TxDOT may issue NTP3 at any time during the period commencing on the date of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 NTP2 and ending on the date that is 547 days after issuance of NTP1. NTP3 authorizes Developer to accelerate the NTP3 Work. If TxDOT provides written notice does not issue NTP3 within 547 days after issuance of NTP1, TxDOT shall have no further right to issue NTP3 under this Section 4.1.6 accelerating the NTP3 Work. 4.1.7 At TxDOT’s sole discretion, TxDOT may issue NTP4 at any time during the period commencing on the date of issuance of NTP2 and ending on the date that is 576 days after issuance of NTP1. Issuance of NTP4 authorizes Developer to accelerate the NTP4 Work. If TxDOT does not issue NTP4 on or before 576 days after issuance of its intent NTP1, TxDOT shall have no further right to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in issue NTP4 under this Section 4.1.6 accelerating the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to ProceedNTP4 Work.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer hereby commits, and TxDOT is relying upon Developer's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for Developer's performance of its covenants, conditions and obligations are of the essence, and Developer waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2, and, at TxDOT’s election, to proceed with acceleration of certain Work through NTP3 and NTP4. NTP3 and NTP4, if issued, shall authorize the acceleration of Early Completion Work. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 authorizes Developer to perform (or, continue performance of) the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. Developer, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its At TxDOT’s sole discretion, to direct Developer to proceed with TxDOT may issue issue NTP3 at any time during the period commencing on the date of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 NTP2 and ending on the date that is 547 days after issuance of NTP1. NTP3 authorizes Developer to accelerate the NTP3 Work. If TxDOT provides written notice does not issue NTP3 within 547 days after issuance of NTP1, TxDOT shall have no further right to issue NTP3 under this Section 4.1.6 accelerating the NTP3 Work. 4.1.7 At TxDOT’s sole discretion, TxDOT may issue issue NTP4 at any time during the period commencing on the date of issuance of NTP2 and ending on the date that is 576 days after issuance of NTP1. Issuance of NTP4 authorizes Developer to accelerate the NTP4 Work. If TxDOT does not issue NTP4 on or before 576 days after issuance of its intent NTP1, TxDOT shall have no further right to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.issue NTP4 under this Section

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this AgreementDBA, Developer DB Contractor hereby commits, and TxDOT is relying upon DeveloperDB Contractor's commitment, to develop design and construct the Project in accordance with the time periods set forth in this AgreementDBA. Except where this Agreement DBA expressly provides for an extension of time, the time limitations set forth in the Contract DBA Documents for DeveloperDB Contractor's performance of its covenants, conditions and obligations are of the essence, and Developer DB Contractor waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx DB Contractor to proceed with Base Scope Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2. Authorization to proceed with Option Work hereunder shall be provided, at TxDOT’s option exercisable in its sole discretion, through TxDOT’s issuance of NTP3 and NTP4. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this AgreementDBA. Issuance of NTP1 authorizes Developer DB Contractor to perform (or, continue performance of) the portion of the Base Scope Work that is necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions and to perform (or continue performance of) the Work to develop the Option Environmental Schematic as described in Section 1.4 of and Attachment 1-3 to the Technical Provisions. It also authorizes Developer DB Contractor to enter the Base Scope portion of the Project Right ROW owned by TxDOT for the purpose of Way TxDOT owns in order to conduct conducting surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, investigations and to commence negotiating Utility Agreements with Utility Owners. Developerenter the Option portion of the Project ROW owned by TxDOT for the same purpose, however, shall not execute any Project Utility Adjustment Agreement until NTP2subject to limitations and conditions determined by TxDOT in its sole discretion. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding Xxxxxxxxx’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date12.1. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer to perform all other Work and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at its sole discretion, to direct Developer to proceed with any of the Option Work, as described in Section 1.2 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option or Options. The deadline for issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1. If TxDOT issues an Option Notice to Proceed after the 90th day following the effective date of NTP1, the Option Price for the applicable Option will be subject to adjustment in accordance with Section 12.1.4.1, where for each Option exercised “Price” shall mean the Option Price of that Option and “N” shall mean the number of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and set forth in the applicable Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed.

Time of Essence; Notices to Proceed. 4.1.1 As a material consideration for entering into this Agreement, Developer DB Contractor hereby commits, and TxDOT is relying upon DeveloperDB Contractor's commitment, to develop the Project in accordance with the time periods set forth in this Agreement. Except where this Agreement expressly provides for an extension of time, the time limitations set forth in the Contract Documents for DeveloperDB Contractor's performance of its covenants, conditions and obligations are of the essence, and Developer DB Contractor waives any right at law or in equity to tender or complete performance beyond the applicable time period, or to require TxDOT to accept such performance. 4.1.2 Authorization allowing Xxxxxxxxx DB Contractor to proceed with Work hereunder shall be provided through TxDOT’s issuance of NTP1 and NTP2NTP2 and at TxDOT’s election, Option Notices to Proceed. DB Contractor acknowledges and agrees that TxDOT has no obligation to issue an NTP hereunder, and further agrees that unless and until NTP1 is issued, TxDOT shall have no liability to DB Contractor hereunder, and unless and until the NTP for a portion of the Work is issued, TxDOT’s liability hereunder shall be limited to payment owing hereunder for Work under NTPs actually issued. 4.1.3 TxDOT anticipates issuing NTP1 concurrently with execution and delivery of this Agreement. Issuance of NTP1 only authorizes Developer DB Contractor to perform (or, continue performance of) the Work described in this Section 4.1.3 or otherwise expressly authorized upon issuance of NTP1 in the Contract Documents. Issuance of NTP1 authorizes the portion of the Work necessary to obtain TxDOT’s approval of the component parts, plans and documentation of the Project Management Plan that are labeled “A” in the column titled “Required By” in Attachment 2-1 to the Technical Provisions. It also authorizes Developer DB Contractor to enter the Project Right of Way TxDOT owns in order to conduct surveys and site investigations, including geotechnical, Hazardous Materials and Utilities investigations, and to commence negotiating Utility Agreements with Utility Owners. DeveloperDB Contractor, however, shall not execute any Project Utility Adjustment Agreement until NTP2. Refer to Sections 12.1.4 and 15.9 regarding a Price adjustment to be made in certain circumstances if the effective date of the NTP1 is later than 180 days after the Proposal Due Date, and regarding XxxxxxxxxDB Contractor’s remedies for certain delays in issuance of NTP1 beyond 365 days after the Effective Date. 4.1.4 TxDOT anticipates issuing NTP2 concurrently with TxDOT’s approval of all the foregoing component parts, plans and documentation of the Project Management Plan and the Project Schedule. Issuance of NTP2 authorizes Developer DB Contractor to perform all other Work (including ROW acquisition services) and activities pertaining to the Project. 4.1.5 Notwithstanding Section 4.1.4, Developer DB Contractor may request that TxDOT issue NTP2 prior to approval of all the component parts, plans and documentation of the Project Management Plan and the Project Schedule. In such event, TxDOT may, in its sole discretion, elect to issue NTP2 prior to satisfaction by Developer DB Contractor of any particular condition(s) to NTP2. TxDOT may condition such early issuance of NTP2 upon payment by Developer DB Contractor to TxDOT the amount of $1,000 for each day that NTP2 is issued and any condition to NTP2 remains unsatisfied. Notwithstanding any early issuance of NTP2, Developer DB Contractor shall not be permitted to commence Construction Work on any portion of the Project until all the conditions to the commencement of Construction Work set forth described in Section 4.4 have been satisfied. 4.1.6 TxDOT shall have the option, at in its sole discretion, to direct Developer DB Contractor to proceed with any of the Option Work, as described in Section 1.2 1.5 of the Technical Provisions, by issuance of an Option Notice to Proceed for a given Option NTP, on or Options. The deadline for before 180 days after the issuance of such Option Notices to Proceed is the 365th day following the effective date of NTP1NTP2. If TxDOT issues an Option Notice to Proceed under this Section 4.1.6, then DB Contractor shall complete the following preliminary Work within 45 days after the 90th day following the effective date issuance of NTP1, the Option Price Notice to Proceed: (a) submittal by DB Contractor to TxDOT and approval by TxDOT of a revised WBS for the applicable Option will be subject Work under Section 2 of the Technical Provisions and (b) submittal by DB Contractor to adjustment in accordance with Section 12.1.4.1, where TxDOT and approval by TxDOT of an update to the Project Baseline Schedule for each Option exercised “Price” shall mean the Option Price Work under Section 2 of that the Technical Provisions. DB Contractor shall not commence any Work pertaining to the Option Work, other than the preliminary Work described above until the revised WBS and “N” update to the Project Baseline Schedule are approved by TxDOT. Upon TxDOT’s approval of the revised WBS and update to the Project Baseline Schedule, DB Contractor may perform all other activities pertaining to the Option Work; provided however, DB Contractor shall mean not undertake any Construction Work for the number Option Work until after all the conditions to the commencement of days in the period starting 91 days after the effective date of NTP1 and ending on the date TxDOT provides written notice to Developer of its intent to exercise each such Option. The schedule for undertaking and completing any such Option shall be agreed upon by TxDOT and Developer and Construction Work set forth in the applicable Section 4.4 have been satisfied. If TxDOT timely issues an Option Notice to Proceed, provided however, that any extension of a Completion Deadline associated the Price and Maximum Payment Curve will be adjusted in accordance with Option Work shall be subject to the limitations on time extensions in Section 13.5.3, and provided further that the Developer shall not be entitled to any compensation for any delay or dispruption costs arising out of an extension of time in connection with an Option Notice to Proceed12.1.2.