Common use of TxDOT RESERVED RIGHTS Clause in Contracts

TxDOT RESERVED RIGHTS. In connection with this procurement, TxDOT reserves to itself all rights (which rights shall be exercisable by TxDOT in its sole discretion) available to it under the Code, the Rules and applicable law, including without limitation, with or without cause and with or without notice, the right to: • Develop the Project in any manner that it, in its sole discretion, deems necessary. If TxDOT is unable to negotiate a P3A to its satisfaction with a Proposer, it may negotiate with the next highest rated Proposer, terminate this procurement and pursue other development or solicitations relating to the Project or exercise such other rights under the Code and other provisions of Texas law as it deems appropriate. • Cancel this RFQ or the subsequent RFP, in whole or in part, at any time prior to the execution by TxDOT of a P3A, without incurring any cost obligations or liabilities (except for any payment for work product required in accordance with the RFP.) • Convert this procurement to a PTP procurement after shortlisting and prior to issuing the RFP, subject to adoption of the Amendments, without incurring any cost obligations or liabilities. • Issue a new request for qualifications after withdrawal of this RFQ or a subsequent RFP. • Not issue an RFP. • Reject any and all submittals, responses and QSs received at any time. • Modify all dates set or projected in this RFQ. • Terminate evaluations of responses received at any time. • Suspend and terminate P3A negotiations at any time, elect not to commence P3A negotiations with any responding Proposer and engage in negotiations with other than the highest ranked Proposer. • Issue addenda, supplements and modifications to this RFQ. • Appoint evaluation committees to review QSs, make recommendations to the Commission and seek the assistance of outside technical experts and consultants in QS evaluation. • Require confirmation of information furnished by a Proposer, require additional information from a Proposer concerning its QS and require additional evidence of qualifications to perform the work described in this RFQ. • Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFQ. • Add or delete Proposer responsibilities from the information contained in this RFQ or any subsequent RFP. • Negotiate with a Proposer without being bound by any provision in its QS or Proposal. • Waive deficiencies in a QS, accept and review a non-conforming QS or permit clarifications or supplements to a QS. • Disqualify any Proposer that changes its submittal without TxDOT approval. • Not issue a notice to proceed after execution of the P3A. • Not pursue the TIFIA credit approval on behalf of the Proposers. • Not seek an allocation for PABs on behalf of the Proposers. • Exercise any other right reserved or afforded to TxDOT under this RFQ. This RFQ does not commit TxDOT to enter into a contract or proceed with the procurement described herein. Except as expressly set forth in Part A, Section 3.2, TxDOT and the State of Texas assume no obligations, responsibilities, and liabilities, fiscal or otherwise, to reimburse all or part of the costs incurred or alleged to have been incurred by parties considering a response to and/or responding to this RFQ, or any subsequent RFP. All of such costs shall be borne solely by each Proposer.

TxDOT RESERVED RIGHTS. In connection with this procurement, TxDOT reserves to itself all rights (which rights shall be exercisable by TxDOT in its sole discretion) available to it under the Code, the Rules and applicable law, including without limitation, with or without cause and with or without notice, the right to: • Develop the Project in any manner that it, in its sole discretion, deems necessary. If TxDOT is unable to negotiate a P3A CDA to its satisfaction with a Proposer, it may negotiate with the next highest rated Proposer, terminate this procurement and pursue other development or solicitations relating to the Project or exercise such other rights under the Code and other provisions of Texas law as it deems appropriate. • Cancel this RFQ or the subsequent RFP, RFDP in whole or in part, part at any time prior to the execution by TxDOT of a P3A, without incurring any cost obligations or liabilities (except for any payment for work product required in accordance with the RFP.) • Convert this procurement to a PTP procurement after shortlisting and prior to issuing the RFP, subject to adoption of the AmendmentsCDA, without incurring any cost obligations or liabilities. • Issue a new request for qualifications after withdrawal of this RFQ or a subsequent RFP. • Not issue an RFPRFDP. • Reject any and all submittals, responses and QSs received at any time. • Modify all dates set or projected in this RFQ. • Terminate evaluations of responses received at any time. • Suspend and terminate P3A CDA negotiations at any time, elect not to commence P3A CDA negotiations with any responding Proposer and engage in negotiations with other than the highest ranked Proposer. • Issue addenda, supplements and modifications to this RFQ. • Appoint evaluation committees to review QSs, make recommendations to the Commission and seek the assistance of outside technical experts and consultants in QS evaluation. • Require confirmation of information furnished by a Proposer, require additional information from a Proposer concerning its QS and require additional evidence of qualifications to perform the work described in this RFQ. • Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFQ. • Add or delete Proposer responsibilities from the information contained in this RFQ or any subsequent RFP. • Negotiate with a Proposer without being bound by any provision in its QS or ProposalRFDP. • Waive deficiencies in a QS, accept and review a non-conforming QS or permit clarifications or supplements to a QS. • Disqualify any Proposer that which changes its submittal without TxDOT approval. • Not issue a notice to proceed after execution of the P3A. • Not pursue the TIFIA credit approval on behalf of the Proposers. • Not seek an allocation for PABs on behalf of the ProposersCDA. • Exercise any other right reserved or afforded to TxDOT under this RFQRFQ and applicable law. This RFQ does not commit TxDOT to enter into a contract or proceed with the procurement described herein. Except as expressly set forth in Part A, Section 3.23.1, TxDOT and the State of Texas assume no obligations, responsibilities, and liabilities, fiscal or otherwise, to reimburse all or part of the costs incurred or alleged to have been incurred by parties considering a response to and/or responding to this RFQ, or any subsequent RFPRFDP. All of such costs shall be borne solely by each Proposer.

TxDOT RESERVED RIGHTS. In connection with this procurement, TxDOT reserves to itself all rights (which rights shall be exercisable by TxDOT in its sole discretion) available to it under the Code, the Rules and applicable law, including without limitation, with or without cause and with or without notice, the right to: • Develop the Project in any manner that it, in its sole discretion, deems necessary. If TxDOT is unable to negotiate a P3A CDA to its satisfaction with a Proposer, it may negotiate with the next highest rated Proposer, terminate this procurement and pursue other development or solicitations relating to the Project or exercise such other rights under the Code and other provisions of Texas law as it deems appropriate. • Cancel this RFQ or the subsequent RFP, RFP in whole or in part, part at any time prior to the execution by TxDOT of a P3A, without incurring any cost obligations or liabilities (except for any payment for work product required in accordance with the RFP.) • Convert this procurement to a PTP procurement after shortlisting and prior to issuing the RFP, subject to adoption of the AmendmentsCDA, without incurring any cost obligations or liabilities. • Issue a new request for qualifications after withdrawal of this RFQ or a subsequent RFP. • Not issue an RFP. • Reject any and all submittals, responses and QSs PQSs received at any time. • Modify all dates set or projected in this RFQ. • Terminate evaluations of responses received at any time. • Suspend and terminate P3A CDA negotiations at any time, elect not to commence P3A CDA negotiations with any responding Proposer and engage in negotiations with other than the highest ranked Proposer. • Issue addenda, supplements and modifications to this RFQ. • Appoint evaluation committees to review QSsPQSs, make recommendations to the Commission and seek the assistance of outside technical experts and consultants in QS PQS evaluation. • Require confirmation of information furnished by a Proposer, require additional information from a Proposer concerning its QS PQS and require additional evidence of qualifications to perform the work described in this RFQ. • Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFQ. • Add or delete Proposer responsibilities from the information contained in this RFQ or any subsequent RFP. • Negotiate with a Proposer without being bound by any provision in its QS or Proposalproposal. • Waive deficiencies in a QSPQS, accept and review a non-conforming QS PQS or permit clarifications or supplements to a QSPQS. • Disqualify any Proposer that changes its submittal without TxDOT approval. • Not issue a notice to proceed after execution of the P3A. CDA. • Not pursue the TIFIA credit approval on behalf of the Proposers. • Not seek an allocation for PABs on behalf of the Proposers. • Exercise any other right reserved or afforded to TxDOT under this RFQ. This RFQ does not commit TxDOT to enter into a contract or proceed with the procurement described herein. Except as expressly set forth in Part A, Section 3.23, TxDOT and the State of Texas assume no obligations, responsibilitiesProposers are required to assemble their PQS in the order prescribed and following the outline form contained in this Part. Italics indicate explanations or instructions to the Proposer as opposed to a request for information. Volume 1 of the PQS shall contain the following: (a) Form A (transmittal letter). A duly authorized official of the Proposer or lead firm must execute the transmittal letter in blue ink. For Proposers that are joint ventures, partnerships, limited liability companies or other associations, the transmittal shall have appended to it letters on the letterhead stationery of each entity holding an equity interest in the Proposer, executed by authorized officials of each equity member, stating that representations, statements and commitments made by the lead firm on behalf of the equity member’s firm have been authorized by, are correct, and liabilities, fiscal or otherwise, to reimburse all or part accurately represent the role of the costs incurred or alleged to have been incurred by parties considering a response to and/or responding to this RFQ, or any subsequent RFP. All of such costs shall be borne solely by each Proposerequity member’s firm in the Proposer team.

TxDOT RESERVED RIGHTS. In connection with this procurement, TxDOT reserves to itself all rights (which rights shall be exercisable by TxDOT in its sole discretion) available to it under the Code, the Rules and applicable law, including without limitation, with or without cause and with or without notice, the right to: • Develop the Project in any manner that it, in its sole discretion, deems necessary. If TxDOT is unable to negotiate a P3A to its satisfaction with a Proposer, it may negotiate with the next highest rated Proposer, terminate this procurement and pursue other development or solicitations relating to the Project or exercise such other rights under the Code and other provisions of Texas law as it deems appropriate. • Cancel this RFQ or the subsequent RFP, RFP in whole or in part, including with respect to a particular delivery model, at any time prior to the execution by TxDOT of a P3A, without incurring any cost obligations or liabilities (except for any payment for work product required in accordance with the RFP.) • Convert this procurement to a PTP procurement after shortlisting and prior to issuing the RFP, subject to adoption of the Amendments, without incurring any cost obligations or liabilities. • Issue a new request for qualifications after withdrawal of this RFQ or a subsequent RFP. • Not issue an RFP. • Reject any and all submittals, responses and QSs received at any time. • Modify all dates set or projected in this RFQ. • Terminate evaluations of responses received at any time. • Suspend and terminate P3A negotiations at any time, elect not to commence P3A negotiations with any responding Proposer and engage in negotiations with other than the highest ranked Proposer. • Issue addenda, supplements and modifications to this RFQ. • Appoint evaluation committees to review QSs, make recommendations to the Commission and seek the assistance of outside technical experts and consultants in QS evaluation. • Require confirmation of information furnished by a Proposer, require additional information from a Proposer concerning its QS and require additional evidence of qualifications to perform the work described in this RFQ. • Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFQ. • Add or delete Proposer responsibilities from the information contained in this RFQ or any subsequent RFP. • Negotiate with a Proposer without being bound by any provision in its QS or Proposalproposal. • Waive deficiencies in a QS, accept and review a non-conforming QS or permit clarifications or supplements to a QS. • Disqualify any Proposer that changes its submittal without TxDOT approval. • Not issue a notice to proceed after execution of the P3A. • Not pursue the TIFIA credit approval on behalf of the Proposers. • Not seek an allocation for PABs on behalf of the Proposers. • Exercise any other right reserved or afforded to TxDOT under this RFQ. This RFQ does not commit TxDOT to enter into a contract or proceed with the procurement described herein. Except as expressly set forth in Part A, Section 3.23, TxDOT and the State of Texas assume no obligations, responsibilities, and liabilities, fiscal or otherwise, to reimburse all or part of the costs incurred or alleged to have been incurred by parties considering a response to and/or responding to this RFQ, or any subsequent RFP. All of such costs shall be borne solely by each Proposer. In no event shall TxDOT be bound by, or liable for, any obligations with respect to the Project until such time (if at all) as a P3A, in form and substance satisfactory to TxDOT, has been executed and authorized by TxDOT and, then, only to the extent set forth therein.

TxDOT RESERVED RIGHTS. In connection with this procurement, TxDOT reserves to itself all rights (which rights shall be exercisable by TxDOT in its sole discretion) available to it under the Code, the Rules and applicable law, including without limitation, with or without cause and with or without notice, the right to: •  Develop the Project in any manner that it, in its sole discretion, deems necessary. If TxDOT is unable to negotiate a P3A to its satisfaction with a Proposer, it may negotiate with the next highest rated Proposer, terminate this procurement and pursue other development or solicitations relating to the Project or exercise such other rights under the Code and other provisions of Texas law as it deems appropriate. •  Cancel this RFQ or the subsequent RFP, in whole or in part, at any time prior to the execution by TxDOT of a P3A, without incurring any cost obligations or liabilities (except for any payment for work product required in accordance with the RFP.) • Convert this procurement to a PTP procurement after shortlisting and prior to issuing the RFP, subject to adoption of the Amendments, without incurring any cost obligations or liabilities. •  Issue a new request for qualifications after withdrawal of this RFQ or a subsequent RFP. •  Not issue an RFP. •  Reject any and all submittals, responses and QSs received at any time. •  Modify all dates set or projected in this RFQ. •  Terminate evaluations of responses received at any time. •  Suspend and terminate P3A negotiations at any time, elect not to commence P3A negotiations with any responding Proposer and engage in negotiations with other than the highest ranked Proposer. •  Issue addenda, supplements and modifications to this RFQ. •  Appoint evaluation committees to review QSs, make recommendations to the Commission and seek the assistance of outside technical experts and consultants in QS evaluation. •  Require confirmation of information furnished by a Proposer, require additional information from a Proposer concerning its QS and require additional evidence of qualifications to perform the work described in this RFQ. •  Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFQ. •  Add or delete Proposer responsibilities from the information contained in this RFQ or any subsequent RFP. •  Negotiate with a Proposer without being bound by any provision in its QS or Proposal. •  Waive deficiencies in a QS, accept and review a non-conforming QS or permit clarifications or supplements to a QS. •  Disqualify any Proposer that changes its submittal without TxDOT approval. •  Not issue a notice to proceed after execution of the P3A. •  Not pursue the TIFIA credit approval on behalf of the Proposers. •  Not seek an allocation for PABs on behalf of the Proposers. •  Exercise any other right reserved or afforded to TxDOT under this RFQ. This RFQ does not commit TxDOT to enter into a contract or proceed with the procurement described herein. Except as expressly set forth in Part A, Section 3.2, TxDOT and the State of Texas assume no obligations, responsibilities, and liabilities, fiscal or otherwise, to reimburse all or part of the costs incurred or alleged to have been incurred by parties considering a response to and/or responding to this RFQ, or any subsequent RFP. All of such costs shall be borne solely by each Proposer.