Common use of Utility Agreements Clause in Contracts

Utility Agreements. 7.5.2.1 As described in Section 6 of the Technical Provisions, Developer is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) and Utility Adjustment Agreement Amendments (“UAAAs”) into which it enters (subject to the requirements of the CDA Documents, including Section 6.1.4 of the Technical Provisions). TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement). 7.5.2.2 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.3 of the Technical Provisions, Developer Xxxxxxxxx is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6.1.3 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 (a) As described in Section 6 6.1.3 of the Technical Provisions, Developer is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6 and Attachment 6-1 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). (b) TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's ’s signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 (c) If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 (d) Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. (e) Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (i) are necessary to conform to applicable Law, or (ii) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 As described ‌ 4.5.2.1 Developer shall perform Utility Adjustments in Section 6 accordance with the License to Enter Agreement. Developer, as a “Licensee’s Contractor” or “Contractor” thereunder, shall carry out all the obligations of the Technical ProvisionsDepartment as “Licensee” or “State” thereunder, and shall be bound by the terms, conditions and limitations applicable to the “Licensee” or “State” thereunder, with respect to the Utility Adjustment Work, provided that the Department retains its authority and functions as a lead agency under NEPA and CEQA with respect to review and analysis of potential environmental impacts of proposed Utility Adjustment Work to the extent reevaluation is required under NEPA or CEQA. Developer shall undertake the same indemnifications and grant the same releases as set forth in Sections 11 and 12(f) of the License to Enter Agreement, as required by Section 5 of the License to Enter Agreement. The provisions of Section 16 of the License to Enter Agreement, entitled “Licensee’s Contractor’s Insurance”, shall not apply to Developer, and instead the insurance provisions of this Agreement shall control. The Department will not agree or consent to amendment of the License to Enter Agreement without Developer’s prior written approval. The Department will not agree or consent to termination of the License to Enter Agreement prior to completion of all Utility Adjustment Work. If the License to Enter Agreement is amended without Developer’s prior written approval or is suspended or terminated by the Presidio Trust in accordance with the first paragraph of Section 9 thereof, then such amendment, suspension or termination shall be deemed a Department Change. 4.5.2.2 Developer shall be responsible for negotiating, preparing and entering into executing Utility Agreements in addition to the License to Enter Agreement necessary to accomplish the Utility Adjustments in accordance with the Utility Owners, and TxDOT Contract Documents. The Department agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of such Utility Agreements. TxDOT is not providing any assurances All such Utility Agreements shall be reasonably acceptable to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 of the Technical Provisions; Developer is solely responsible for the terms Department and conditions of all Master Utility Adjustment Agreements (“MUAAs”) and Utility Adjustment Agreement Amendments (“UAAAs”) into which it enters (subject to consistent with the requirements of the CDA Documents, including Section 6.1.4 of the Technical Provisions). TxDOT will not be a party Contract Documents related to the applicable Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consentAdjustment. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement). 7.5.2.2 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant submit to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA DocumentsDepartment a true and complete copy of each such Utility Agreement and each amendment or supplement thereto within five days after it is executed and delivered. 7.5.2.3 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.3 of the Technical Provisions, Developer Xxxxxxxxx is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6.1.3 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-third- party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.3 of the Technical Provisions, Developer Xxxxxxxxx is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6.1.3 of the Technical Provisions; . Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.4 of the Technical Provisions, Developer Xxxxxxxxx is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 of the Technical Provisions. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) MUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered CDA Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 (a) As described in Section 6 6.1.3 of the Technical Provisions, Developer Xxxxxxxxx is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6 and Attachment 6-1 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). (b) TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's ’s signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 (c) If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 (d) Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. (e) Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (i) are necessary to conform to applicable Law, or (ii) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 As described in Section 6 of the Technical Provisions, Developer is responsible for preparing preparing, negotiating and entering into Utility Agreements with the Utility Owners, using the standard Utility Agreement forms specified in Section 6.1 of the Technical Provisions. If Developer proposes to make any revisions to a standard Utility Agreement form (i.e., revisions to the basic form for Developer’s purposes as opposed to those resulting from Developer’s negotiations with an individual Utility Owner), Developer shall obtain TxDOT’s approval of such revisions as a Deviation in accordance with Section 7.2.3, prior to submitting the revised Utility Agreement form to any Utility Owner for review. TxDOT is not providing any assurances to Developer that the Utility Owners will accept the standard Utility Agreement forms (with or without Developer revisions approved by TxDOT) without negotiating modifications thereto. Any modifications to individual Utility Agreements negotiated by Developer with Utility Owners shall be consistent with the requirements of the CDA Documents and acceptable to the Utility Owner, Developer and (subject to the requirements of the CDA Documents, including Section 6.1.4 of the Technical Provisions) TxDOT. All Utility Agreements shall incorporate by reference 23 CFR Part 645 Subpart A. 7.5.2.2 TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions sessions, providing information reasonably requested by Developer that is within TxDOT’s possession, and review of Utility Agreements. TxDOT is ; provided, however, that such cooperation shall not providing any assurances require TxDOT: (a) to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) and Utility Adjustment Agreement Amendments (“UAAAs”) into take a position which it enters (subject believes to the requirements of be inconsistent with the CDA Documents, including Section 6.1.4 the Project Management Plan (and component plans thereunder), applicable Law or Governmental Approval(s), the requirements of the Technical Provisions)Good Industry Practice, or TxDOT policy, or (b) to refrain from taking a position concurring with that of a Utility Owner, if TxDOT believes that position to be correct. Although TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement). 7.5.2.2 7.5.2.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 7.5.2.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.3 of the Technical Provisions, Developer Xxxxxxxxx is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6.1.3 of the Technical Provisions; . Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 (a) As described in Section 6 6.1.3 of the Technical Provisions, Developer Xxxxxxxxx is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6 and Attachment 6-1 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). (b) TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-third- party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's ’s signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 (c) If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 (d) Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. (e) Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (i) are necessary to conform to applicable Law, or (ii) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 (a) As described in Section 6 6.1.3 of the Technical Provisions, Developer is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6 and Attachment 6-1 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 6.1.3 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). (b) TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-third- party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's ’s signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 (c) If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 (d) Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. (e) Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (i) are necessary to conform to applicable Law, or (ii) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 As described in Section 6 of the Technical Provisions, Developer is responsible for preparing preparing, negotiating and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer using the standard Utility Agreement forms specified in pursuing Utility Agreements, including attendance at negotiation sessions and review Section 6.1 of Utility Agreementsthe Technical Provisions. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, accept the standard Utility Agreement forms specified in Section 6.1.4 of without modification; any changes negotiated by Developer to the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) and Utility Adjustment Agreement Amendments (“UAAAs”) into which it enters (subject to shall be consistent with the requirements of the CDA DocumentsDocuments and acceptable to the Utility Owner, including Section 6.1.4 of the Technical Provisions)Developer and TxDOT. Although TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement). 7.5.2.2 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement.

Utility Agreements. 7.5.2.1 As described in Section 6 of the Technical Provisions, Developer is responsible for preparing preparing, negotiating and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer using the standard Utility Agreement forms specified in pursuing Utility Agreements, including attendance at negotiation sessions and review Section 6.1. of Utility Agreementsthe Technical Provisions. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, accept the standard Utility Agreement forms specified in Section 6.1.4 of the Technical Provisionswithout modification; Developer is solely responsible for negotiating changes to the terms Utility Agreements that are consistent with the requirements of the CDA Documents and conditions of all Master acceptable to the Utility Adjustment Agreements (“MUAAs”) Owner, Developer and Utility Adjustment Agreement Amendments (“UAAAs”) into which it enters (subject to the requirements of the CDA Documents, including Section 6.1.4 of the Technical Provisions)) TxDOT. Although TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement). 7.5.2.2 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.3 of the Technical Provisions, Developer Xxxxxxxxx is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6.1.3 of the Technical Provisions; . Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-third- party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.3 of the Technical Provisions, Developer is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6.1.3 of the Technical Provisions; . Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 As ‌ 5.5.2.1 Prior to the Effective Date IFA entered into the IFA Utility Agreements described in Section 6 of 18 to the Technical Provisions. Each IFA Utility Agreement identifies, in concept, the portion of the Utility Adjustment Work for which Developer and the Utility Owner, respectively, will be responsible. Each IFA Utility Agreement also identifies the basis for compensation, preliminary engineering agreements, extent of design reviews, allowable Utility Adjustment Work by Developer or its utility Contractor, and other basic information. Developer is hereby delegated, and hereby accepts, the responsibilities and obligations of IFA under the IFA Utility Agreements. Developer shall comply with, be bound by and timely perform all such responsibilities and obligations except to the extent specifically subsequently changed by a Developer Utility Agreement between Developer and the applicable Utility Owner, only if such Developer Utility Agreement expressly relieves IFA for default or other liability under the IFA Utility Agreement with such applicable Utility Owner with respect to the changed responsibility or obligation, and so long as Developer provides Notice to IFA of such change in the delegated IFA responsibilities and obligations under the IFA Utility Agreement (with an executed copy of such subsequent Developer Utility Agreement attached to such Notice, certified as true and correct by such Utility Owner) no later than ten (10) days after the effective date of such Developer Utility Agreement. 5.5.2.2 Except for Type 1 Utility Adjustments, Developer is responsible for preparing preparing, negotiating and entering into instruction-specific, construction-detailed Developer Utility Agreements with the all Utility Owners, regardless of whether the Utility Owners are identified in the Reference Information Documents and TxDOT regardless of whether IFA has secured an IFA Utility Agreement with that Utility Owner, in each case prior to commencement of any Utility Adjustment Work for each such Utility Owner. Developer will use the terms and information in 5.5.2.3 Each Developer Utility Agreement shall clearly specify and distinguish the scope of Utility Adjustment Work Developer is to perform, and the scope the Utility Owner is to perform. Each Developer Utility Agreement shall contain provisions for payments, payment terms, controlling specifications, and work description. Each Developer Utility Agreement shall also include specific procedures for resolving scheduling, design, construction and payment issues arising due to errors or omissions in information the Utility Owner provides to Developer. 5.5.2.4 IFA agrees to cooperate as reasonably requested by Developer in pursuing Developer Utility Agreements, including attendance at negotiation sessions and review of Developer Utility Agreements. TxDOT is not providing Developer shall keep IFA informed of the status of any assurances to such negotiations. Developer that the Utility Owners will accept, without modification, the standard shall submit each such Developer Utility Agreement forms specified and supplements and amendments thereto to IFA for approval in its reasonable discretion, in accordance with the procedures described in Section 6.1.4 3.1. Developer shall deliver to IFA, within ten (10) days after execution, a true and complete copy of the Technical Provisions; each such Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) and Utility Adjustment Agreement Amendments (“UAAAs”) entered into which it enters (subject to the requirements of the CDA Documents, including Section 6.1.4 of the Technical Provisions)by Developer. TxDOT IFA will not be a party to the Developer Utility Agreements; however, and Developer shall cause each Developer Utility Agreement to expressly provide that IFA shall have no liability under the Developer Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof Agreement unless and to permit until IFA receives a written assignment of Developer’s right, title interests in the Developer Utility Agreement and interest thereunder to TxDOT without necessity for Utility Owner consentassumes in writing Developer’s obligations thereunder. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT IFA in any way, unless TxDOT IFA has executed such agreement as a party thereto (TxDOTIFA's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement). 7.5.2.2 5.5.2.5 Developer is solely responsible for the terms and conditions of all Developer Utility Agreements into which it enters (subject to the requirements of the PPA Documents, including Section 18 of the Technical Provisions). Developer is responsible for proper completion of the Utility Adjustment Work required for the East End Crossing, in accordance with the PPA Documents, regardless of the nature or provisions of the Developer Utility Agreements and regardless of whether Developer or its Contractors, or the Utility Owner or its contractors, is performing the Utility Adjustment Work; provided, however, that notwithstanding anything in the PPA Documents to the contrary, Developer has no such responsibility with respect to Type 1 Utility Adjustments. 5.5.2.6 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA PPA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOTIFA; if the foregoing criteria are not relevant to the terms at issue, then the CDA PPA Documents shall prevail, unless expressly provided otherwise in the CDA PPA Documents. 7.5.2.3 5.5.2.7 Developer shall comply with and timely perform all obligations imposed on Developer by any Developer Utility Agreement.Agreement.‌

Utility Agreements. 7.5.2.1 As 5.5.2.1 Prior to the Effective Date IFA entered into the IFA Utility Agreements described in Section 6 of 18 to the Technical Provisions. Each IFA Utility Agreement identifies, in concept, the portion of the Utility Adjustment Work for which Developer and the Utility Owner, respectively, will be responsible. Each IFA Utility Agreement also identifies the basis for compensation, preliminary engineering agreements, extent of design reviews, allowable Utility Adjustment Work by Developer or its utility Contractor, and other basic information. Developer is hereby delegated, and hereby accepts, the responsibilities and obligations of IFA under the IFA Utility Agreements. Developer shall comply with, be bound by and timely perform all such responsibilities and obligations except to the extent specifically subsequently changed by a Developer Utility Agreement between Developer and the applicable Utility Owner, only if such Developer Utility Agreement expressly relieves IFA for default or other liability under the IFA Utility Agreement with such applicable Utility Owner with respect to the changed responsibility or obligation, and so long as Developer provides Notice to IFA of such change in the delegated IFA responsibilities and obligations under the IFA Utility Agreement (with an executed copy of such subsequent Developer Utility Agreement attached to such Notice, certified as true and correct by such Utility Owner) no later than ten (10) days after the effective date of such Developer Utility Agreement. 5.5.2.2 Except for Type 1 Utility Adjustments, Developer is responsible for preparing preparing, negotiating and entering into instruction-specific, construction-detailed Developer Utility Agreements with the all Utility Owners, regardless of whether the Utility Owners are identified in the Reference Information Documents and TxDOT agrees regardless of whether IFA has secured an IFA Utility Agreement with that Utility Owner, in each case prior to cooperate commencement of any Utility Adjustment Work for each such Utility Owner. Developer will use the terms and information in each applicable IFA Utility Agreement, if any, as reasonably requested a basis for negotiating a Developer Utility Agreement with each Utility Owner affected by the East End Crossing. The general procedures and framework for preparing Developer in pursuing Utility Agreements and processing utility issues within the East End Crossing area shall comply with Section 18 of the Technical Provisions and shall follow the standard practices of the respective Utility Owners for such Developer Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified which in Section 6.1.4 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) and Utility Adjustment Agreement Amendments (“UAAAs”) into which it enters (subject to the requirements of the CDA Documents, including Section 6.1.4 of the Technical Provisions). TxDOT will each case shall not be a party to the Utility Agreements; however, less than Good Industry Practice. Developer shall cause the each Developer Utility Agreements Agreement it negotiates and executes to designate TxDOT name IFA as an intended third-third party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT IFA without necessity for Utility Owner consent. 5.5.2.3 Each Developer Utility Agreement shall clearly specify and distinguish the scope of Utility Adjustment Work Developer is to perform, and the scope the Utility Owner is to perform. Each Developer Utility Agreement shall contain provisions for payments, payment terms, controlling specifications, and work description. Each Developer Utility Agreement shall also include specific procedures for resolving scheduling, design, construction and payment issues arising due to errors or omissions in information the Utility Owner provides to Developer. 5.5.2.4 IFA agrees to cooperate as reasonably requested by Developer in pursuing Developer Utility Agreements, including attendance at negotiation sessions and review of Developer Utility Agreements. Developer shall keep IFA informed of the status of any such negotiations. Developer shall submit each such Developer Utility Agreement and supplements and amendments thereto to IFA for approval in its reasonable discretion, in accordance with the procedures described in Section 3.1. Developer shall deliver to IFA, within ten days after execution, a true and complete copy of each such Developer Utility Agreement entered into by Developer. IFA will not be a party to Developer Utility Agreements, and Developer shall cause each Developer Utility Agreement to expressly provide that IFA shall have no liability under the Developer Utility Agreement unless and until IFA receives a written assignment of Developer’s interests in the Developer Utility Agreement and assumes in writing Developer’s obligations thereunder. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT IFA in any way, unless TxDOT IFA has executed such agreement as a party thereto (TxDOTIFA's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement). 7.5.2.2 5.5.2.5 Developer is solely responsible for the terms and conditions of all Developer Utility Agreements into which it enters (subject to the requirements of the PPA Documents, including Section 18 of the Technical Provisions). Except for Type 1 Utility Adjustments, Developer is responsible for proper completion of the Utility Adjustment Work required for the East End Crossing, in accordance with the PPA Documents, regardless of the nature or provisions of the Developer Utility Agreements and regardless of whether Developer or its Contractors, or the Utility Owner or its contractors, is performing the Utility Adjustment Work; provided, however, that notwithstanding anything in the PPA Documents to the contrary, Developer has no such responsibility with respect to Type 1 Utility Adjustments. 5.5.2.6 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents.between 7.5.2.3 5.5.2.7 Developer shall comply with and timely perform all obligations imposed on Developer by any Developer Utility Agreement.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.3 of the Technical Provisions, Developer Xxxxxxxxx is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6.1.3 of the Technical Provisions. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.3 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PMUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-third- party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.3 of the Technical Provisions, Developer Xxxxxxxxx is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6.1.3 of the Technical Provisions; . Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-third- party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 As Subject to Section 25.5.2, as described in Section 6 of the Technical Provisions, Developer is responsible for preparing preparing, negotiating and entering into Utility Agreements with the Utility Owners, and TxDOT agrees using the standard Utility Agreement forms specified in Section 6.1 of the Technical Provisions. If Developer proposes to cooperate make any revisions to a standard Utility Agreement form (i.e., revisions to the basic form for Developer’s purposes as reasonably requested by opposed to those resulting from Developer’s negotiations with an individual Utility Owner), Developer shall obtain TxDOT’s approval of such revisions as a Deviation in pursuing accordance with Section 7.2.3, prior to submitting the revised Utility Agreements, including attendance at negotiation sessions and review of Agreement form to any Utility AgreementsOwner for review. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, accept the standard Utility Agreement forms specified in Section 6.1.4 (with or without Developer revisions approved by TxDOT) without negotiating modifications thereto. Any modifications to individual Utility Agreements negotiated by Developer with Utility Owners shall be consistent with the requirements of the Technical Provisions; FA Documents and acceptable to the Utility Owner, Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) and Utility Adjustment Agreement Amendments (“UAAAs”) into which it enters (subject to the requirements of the CDA FA Documents, including Section 6.1.4 of the Technical Provisions) TxDOT. All Utility Agreements shall incorporate by reference 23 CFR Part 645 Subpart A. 7.5.2.2 TxDOT agrees to cooperate as reasonably requested by Developer in pursuing such Utility Agreements, including attendance at negotiation sessions, providing information reasonably requested by Developer that is within TxDOT's possession, and review of Utility Agreements; provided, however, that such cooperation shall not require TxDOT: (a) to take a position which it believes to be inconsistent with the FA Documents, the Facility Management Plan (and component plans thereunder), applicable Law or Governmental Approval(s), the requirements of Good Industry Practice, or TxDOT policy, or (b) to refrain from taking a position concurring with that of a Utility Owner, if TxDOT believes that position to be correct. Although TxDOT will not be a party to the Utility Agreements; howeverAgreements specified in Section 7.5.2.1, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement). 7.5.2.2 7.5.2.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA FA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents.Good 7.5.2.3 7.5.2.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement.

Utility Agreements. 7.5.2.1 As (a) For each Utility Agreement to be entered into between Project Co and THES, the form of which was made available as Background Information on or prior to the date that was 10 days prior to the Technical Submission Deadline (each being a “Form of THES Utility Agreement”), Project Co shall, or shall cause a Subcontractor to, execute and deliver each such Utility Agreement no later than 90 days after Financial Close, such Utility Agreement to be substantially in the form of the Form of THES Utility Agreements. (b) Project Co acknowledges and agrees that any revisions to the terms or conditions of a Form of THES Utility Agreement unilaterally proposed or required by Project Co, or are minor or administrative in nature, shall be at Project Co’s cost and risk. (c) In the event that Project Co executes and delivers to THES a completed Utility Agreement in the Form of THES Utility Agreement or in a form otherwise agreed to between Project Co and THES as described in Section 6 11.35(a), and THES fails to execute and deliver such Utility Agreement within 30 days of the Technical Provisions, Developer is responsible for preparing and entering into Utility Agreements with date of the delivery of the Utility OwnersAgreement by Project Co to THES, and TxDOT agrees such failure to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions execute and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard deliver such Utility Agreement forms specified will materially adversely interfere with Project Co’s ability to perform the Works or will materially adversely affect Project Co’s cost of performing the Works, then: (i) Project Co shall promptly provide Notice to Contracting Authority; and (ii) such failure shall, subject to and in accordance with Section 32 be treated as a Delay Event and, subject to and in accordance with Section 33, be treated as a Compensation Event. (d) In the event that Project Co executes and delivers a completed Utility Agreement in the Form of THES Utility Agreement or in a form otherwise agreed to between Project Co and THES as described in Section 6.1.4 11.35(a), and THES executes and delivers such Utility Agreement containing a Post-CC Utility Agreement Amendment (or communicates to Project Co that it will only enter into a Utility Agreement that incorporates a Post-CC Utility Agreement Amendment), then: (i) Project Co shall promptly provide Notice to Contracting Authority informing Contracting Authority that a Post-CC Utility Agreement Amendment has been proposed by THES and providing details regarding such Post-CC Utility Agreement Amendment (a “Post- CC Utility Agreement Amendment Notice”); (ii) Project Co shall, during the 30 day period following the date upon which Contracting Authority receives the Post-CC Utility Agreement Amendment Notice (or such longer period of time as the Parties may otherwise agree), use commercially reasonable efforts to resolve and settle the Post-CC Utility Agreement Amendment with THES; and (iii) If: (A) Project Co has complied with its obligations under Sections 11.35(d)(i) and 11.35(d)(ii); and (B) Project Co and THES are unable to resolve and settle the Post-CC Utility Agreement Amendment resulting in Project Co and THES failing to enter into the subject Utility Agreement, and such failure to enter into such Utility Agreement will materially adversely interfere with Project Co’s ability to perform the Works or will materially adversely affect Project Co’s cost of performing the Works, then: (I) Project Co shall promptly provide Notice to Contracting Authority of the Technical Provisionsmatters described in Section 11.35(d)(iii)(B); Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements and (“MUAAs”II) and Utility Adjustment Agreement Amendments (“UAAAs”) into which it enters (subject to and in accordance with Schedule 22 - Variation Procedure, Project Co shall be entitled to a Variation. (e) If, pursuant to and in accordance with a Utility Agreement, THES identifies to Project Co, and requires the requirements of the CDA Documentsperformance of, including Section 6.1.4 of the Technical Provisions). TxDOT will not be a party any works relating to the Utility Agreements; howeverInfrastructure that is the subject matter of such Utility Agreement, Developer shall cause and in Project Co’s reasonable opinion, such works are unreasonable and unnecessary for Project Co to perform as part of the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (TxDOT's signature indicating approval or review of an agreement between Developer and a Utility OwnerWorks, or its status as a third-party beneficiaryare otherwise outside the scope of work contemplated by such Utility Agreement, shall not satisfy this requirement). 7.5.2.2 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant performance of such works will or is likely to affect the terms at issueWorks so as to cause a delay in achieving Substantial Completion by the Scheduled Substantial Completion Date: (i) Project Co shall promptly deliver Notice to Contracting Authority describing such works and providing such opinion; and (ii) without limiting or prejudice to any right of Contracting Authority under the Project Agreement, then the CDA Documents shall prevail, unless expressly provided otherwise Project Co may deliver a Project Co Variation Notice to Contracting Authority pursuant to and in the CDA Documentsaccordance with Schedule 22 – Variation Procedure in respect of such works. 7.5.2.3 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement.

Utility Agreements. 7.5.2.1 As described in Section 6 of the Technical Provisions, Developer is responsible for preparing preparing, negotiating and entering into Utility Agreements with the Utility Owners, using the standard Utility Agreement forms specified in Section 6.1 of the Technical Provisions. TxDOT is not providing any assurances to Developer that the Utility Owners will accept the standard Utility Agreement forms without modification. Any changes negotiated by Developer to the Utility Agreements shall be consistent with the requirements of the CDA Documents and acceptable to the Utility Owner, Developer and (subject to the requirements of the CDA Documents, including Section 6.1.4 of the Technical Provisions) TxDOT. If Developer proposes to make any modifications to a standard Utility Agreement form other than filling in blanks or as a direct result of Developer's negotiations with a particular Utility Owner, Developer shall obtain TxDOT's approval of such modifications as a Deviation in accordance with Section 7.2.3, prior to submitting the modified Utility Agreement to any Utility Owner for review. All Utility Agreements shall incorporate by reference 23 CFR Part 645 Subpart A. 7.5.2.2 TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions sessions, providing information reasonably requested by Developer that is within TxDOT's possession, and review of Utility Agreements. TxDOT is ; provided, however, that such cooperation shall not providing any assurances require TxDOT: (a) to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) and Utility Adjustment Agreement Amendments (“UAAAs”) into take a position which it enters (subject believes to the requirements of be inconsistent with the CDA Documents, including Section 6.1.4 applicable Law, or TxDOT policy, (b) to otherwise support Developer in a position with which TxDOT is not in agreement, or (c) to refrain from taking a position concurring with that of the Technical Provisions)a Utility Owner, if TxDOT believes that position to be correct. Although TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement).not 7.5.2.2 7.5.2.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 7.5.2.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement.

Utility Agreements. 7.5.2.1 As (a) For each Utility Agreement to be entered into between Project Co and THES, the form of which was made available as Background Information on or prior to the date that was 10 days prior to the Technical Submission Deadline (each being a “Form of THES Utility Agreement”), Project Co shall, or shall cause a Subcontractor to, execute and deliver each such Utility Agreement no later than 90 days after Financial Close, such Utility Agreement to be substantially in the form of the Form of THES Utility Agreements. (b) Project Co acknowledges and agrees that any revisions to the terms or conditions of a Form of THES Utility Agreement unilaterally proposed or required by Project Co, or are minor or administrative in nature, shall be at Project Co’s cost and risk. (c) In the event that Project Co executes and delivers to THES a completed Utility Agreement in the Form of THES Utility Agreement or in a form otherwise agreed to between Project Co and THES as described in Section 6 11.35(a), and THES fails to execute and deliver such Utility Agreement within 30 days of the Technical Provisions, Developer is responsible for preparing and entering into Utility Agreements with date of the delivery of the Utility OwnersAgreement by Project Co to THES, and TxDOT agrees such failure to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions execute and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard deliver such Utility Agreement forms specified will materially adversely interfere with Project Co’s ability to perform the Works or will materially adversely affect Project Co’s cost of performing the Works, then: (i) Project Co shall promptly provide Notice to Contracting Authority; and (ii) such failure shall, subject to and in accordance with Section 32 be treated as a Delay Event and, subject to and in accordance with Section 33, be treated as a Compensation Event. (d) In the event that Project Co executes and delivers a completed Utility Agreement in the Form of THES Utility Agreement or in a form otherwise agreed to between Project Co and THES as described in Section 6.1.4 11.35(a), and THES executes and delivers such Utility Agreement containing a Post-CC Utility Agreement Amendment (or communicates to Project Co that it will only enter into a Utility Agreement that incorporates a Post-CC Utility Agreement Amendment), then: (i) Project Co shall promptly provide Notice to Contracting Authority informing Contracting Authority that a Post-CC Utility Agreement Amendment has been proposed by THES and providing details regarding such Post-CC Utility Agreement Amendment (a “Post- CC Utility Agreement Amendment Notice”); (ii) Project Co shall, during the 30 day period following the date upon which Contracting Authority receives the Post-CC Utility Agreement Amendment Notice (or such longer period of time as the Parties may otherwise agree), use commercially reasonable efforts to resolve and settle the Post-CC Utility Agreement Amendment with THES; and (iii) If: (A) Project Co has complied with its obligations under Sections 11.35(d)(i) and 11.35(d)(ii); and (B) Project Co and THES are unable to resolve and settle the Post-CC Utility Agreement Amendment resulting in Project Co and THES failing to enter into the subject Utility Agreement, and such failure to enter into such Utility Agreement will materially adversely interfere with Project Co’s ability to perform the Works or will materially adversely affect Project Co’s cost of performing the Works, then: (I) Project Co shall promptly provide Notice to Contracting Authority of the Technical Provisionsmatters described in Section 11.35(d)(iii)(B); Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements and (“MUAAs”II) and Utility Adjustment Agreement Amendments (“UAAAs”) into which it enters (subject to and in accordance with Schedule 22 - Variation Procedure, Project Co shall be entitled to a Variation. (e) If, pursuant to and in accordance with a Utility Agreement, THES identifies to Project Co, and requires the requirements of the CDA Documentsperformance of, including Section 6.1.4 of the Technical Provisions). TxDOT will not be a party any works relating to the Utility Agreements; howeverInfrastructure that is the subject matter of such Utility Agreement, Developer shall cause and in Project Co’s reasonable opinion, such works are unreasonable and unnecessary for Project Co to perform as part of the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (TxDOT's signature indicating approval or review of an agreement between Developer and a Utility OwnerWorks, or its status as a third-party beneficiaryare otherwise outside the scope of work contemplated by such Utility Agreement, shall not satisfy this requirement). 7.5.2.2 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant performance of such works will or is likely to affect the terms at issueWorks so as to cause a delay in achieving Interim Completion by the Scheduled Interim Completion Date or Substantial Completion by the Scheduled Substantial Completion Date: (i) Project Co shall promptly deliver Notice to Contracting Authority describing such works and providing such opinion; and (ii) without limiting or prejudice to any right of Contracting Authority under the Project Agreement, then the CDA Documents shall prevail, unless expressly provided otherwise Project Co may deliver a Project Co Variation Notice to Contracting Authority pursuant to and in the CDA Documentsaccordance with Schedule 22 – Variation Procedure in respect of such works. 7.5.2.3 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement.

Utility Agreements. 7.5.2.1 As 5.5.2.1 Prior to the Effective Date IFA entered into the IFA Utility Agreements described in Section 6 of 18 to the Technical Provisions. Each IFA Utility Agreement identifies, in concept, the portion of the Utility Adjustment Work for which Developer and the Utility Owner, respectively, will be responsible. Each IFA Utility Agreement also identifies the basis for compensation, preliminary engineering agreements, extent of design reviews, allowable Utility Adjustment Work by Developer or its utility Contractor, and other basic information. Developer is hereby delegated, and hereby accepts, the responsibilities and obligations of IFA under the IFA Utility Agreements. Developer shall comply with, be bound by and timely perform all such responsibilities and obligations except to the extent specifically subsequently changed by a Developer Utility Agreement between Developer and the applicable Utility Owner, only if such Developer Utility Agreement expressly relieves IFA for default or other liability under the IFA Utility Agreement with such applicable Utility Owner with respect to the changed responsibility or obligation, and so long as Developer provides Notice to IFA of such change in the delegated IFA responsibilities and obligations under the IFA Utility Agreement (with an executed copy of such subsequent Developer Utility Agreement attached to such Notice, certified as true and correct by such Utility Owner) no later than ten (10) days after the effective date of such Developer Utility Agreement. 5.5.2.2 Except for Type 1 Utility Adjustments, Developer is responsible for preparing preparing, negotiating and entering into instruction-specific, construction-detailed Developer Utility Agreements with the all Utility Owners, regardless of whether the Utility Owners are identified in the Reference Information Documents and TxDOT agrees regardless of whether IFA has secured an IFA Utility Agreement with that Utility Owner, in each case prior to cooperate commencement of any Utility Adjustment Work for each such Utility Owner. Developer will use the terms and information in each applicable IFA Utility Agreement, if any, as reasonably requested a basis for negotiating a Developer Utility Agreement with each Utility Owner affected by the East End Crossing. The general procedures and framework for preparing Developer in pursuing Utility Agreements and processing utility issues within the East End Crossing area shall comply with Section 18 of the Technical Provisions and shall follow the standard practices of the respective Utility Owners for such Developer Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified which in Section 6.1.4 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) and Utility Adjustment Agreement Amendments (“UAAAs”) into which it enters (subject to the requirements of the CDA Documents, including Section 6.1.4 of the Technical Provisions). TxDOT will each case shall not be a party to the Utility Agreements; however, less than Good Industry Practice. Developer shall cause the each Developer Utility Agreements Agreement it negotiates and executes to designate TxDOT name IFA as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT IFA without necessity for Utility Owner consent. 5.5.2.3 Each Developer Utility Agreement shall clearly specify and distinguish the scope of Utility Adjustment Work Developer is to perform, and the scope the Utility Owner is to perform. Each Developer Utility Agreement shall contain provisions for payments, payment terms, controlling specifications, and work description. Each Developer Utility Agreement shall also include specific procedures for resolving scheduling, design, construction and payment issues arising due to errors or omissions in information the Utility Owner provides to Developer. 5.5.2.4 IFA agrees to cooperate as reasonably requested by Developer in pursuing Developer Utility Agreements, including attendance at negotiation sessions and review of Developer Utility Agreements. Developer shall keep IFA informed of the status of any such negotiations. Developer shall submit each such Developer Utility Agreement and supplements and amendments thereto to IFA for approval in its reasonable discretion, in accordance with the procedures described in Section 3.1. Developer shall deliver to IFA, within ten days after execution, a true and complete copy of each such Developer Utility Agreement entered into by Developer. IFA will not be a party to Developer Utility Agreements, and Developer shall cause each Developer Utility Agreement to expressly provide that IFA shall have no liability under the Developer Utility Agreement unless and until IFA receives a written assignment of Developer’s interests in the Developer Utility Agreement and assumes in writing Developer’s obligations thereunder. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT IFA in any way, unless TxDOT IFA has executed such agreement as a party thereto (TxDOTIFA's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement). 7.5.2.2 5.5.2.5 Developer is solely responsible for the terms and conditions of all Developer Utility Agreements into which it enters (subject to the requirements of the PPA Documents, including Section 18 of the Technical Provisions). Developer is responsible for proper completion of the Utility Adjustment Work required for the East End Crossing, in accordance with the PPA Documents, regardless of the nature or provisions of the Developer Utility Agreements and regardless of whether Developer or its Contractors, or the Utility Owner or its contractors, is performing the Utility Adjustment Work; provided, however, that notwithstanding anything in the PPA Documents to the contrary, Developer has no such responsibility with respect to Type 1 Utility Adjustments. 5.5.2.6 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner and those of the CDA PPA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOTIFA; if the foregoing criteria are not relevant to the terms at issue, then the CDA PPA Documents shall prevail, unless expressly provided otherwise in the CDA PPA Documents. 7.5.2.3 5.5.2.7 Developer shall comply with and timely perform all obligations imposed on Developer by any Developer Utility Agreement.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.3 of the Technical Provisions, Developer is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 6.1.3 of the Technical Provisions; . Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) PUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered Contract Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-third- party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Contract Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.

Utility Agreements. 7.5.2.1 6.8.3.1 As described in Section 6 6.1.4 of the Technical Provisions, Developer is responsible for preparing and entering into Utility Agreements with the Utility Owners, and TxDOT agrees to cooperate as reasonably requested by Developer in pursuing Utility Agreements, including attendance at negotiation sessions and review of Utility Agreements. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 of the Technical Provisions. TxDOT is not providing any assurances to Developer that the Utility Owners will accept, without modification, the standard Utility Agreement forms specified in Section 6.1.4 of the Technical Provisions; Developer is solely responsible for the terms and conditions of all Master Utility Adjustment Agreements (“MUAAs”) MUAAs and Utility Adjustment Agreement Amendments (“UAAAs”) UAAAs into which it enters (subject to the requirements of the CDA Contract Documents, including Section 6.1.4 of the Technical Provisions). Utility Agreements entered into by Developer shall not be considered CDA Documents. Developer shall not be entitled to any increase in the Price or to any time extension on account of the terms of any Utility Agreement (including those related to any Betterment). 6.8.3.2 TxDOT will not be a party to the Utility Agreements; however, Developer shall cause the Utility Agreements to designate TxDOT as an intended third-party beneficiary thereof and to permit assignment of Developer’s right, title and interest thereunder to TxDOT without necessity for Utility Owner consent. Developer shall not enter into any agreement with a Utility Owner that purports to bind TxDOT in any way, unless TxDOT has executed such agreement as a party thereto (thereto. However, TxDOT's signature indicating approval or review of an agreement between Developer and a Utility Owner, or its status as a third-party beneficiary, shall not satisfy this requirement)bind TxDOT as a party to such agreement. 7.5.2.2 6.8.3.3 If a conflict occurs between the terms of an agreement between Developer and a Utility Owner Agreement and those of the CDA Documents, the terms that establish the higher quality, manner or method of performing Utility Adjustment Work, establish better Good Industry Practice, or use more stringent standards shall prevail between Developer and TxDOT; if the foregoing criteria are not relevant to the terms at issue, then the CDA Documents shall prevail, unless expressly provided otherwise in the CDA Documents. 7.5.2.3 6.8.3.4 Developer shall comply with and timely perform all obligations imposed on Developer by any Utility Agreement. 6.8.3.5 Each Utility Adjustment (whether performed by Developer or by the Utility Owner) shall comply with the Adjustment Standards in effect as of the Proposal Due Date, together with any subsequent amendments and additions to those standards that: (a) are necessary to conform to applicable Law, or (b) are adopted by the Utility Owner and affect the Utility Adjustment pursuant to the applicable Utility Agreement(s). Developer is solely responsible for negotiating any terms and conditions of its Utility Agreements that might limit a Utility Owner’s amendments and additions to its Adjustment Standards after the Proposal Due Date. In addition, all Utility Adjustment Work shall comply with all applicable Laws, the applicable Utility Agreement(s), and all other requirements specified in Section 6 of the Technical Provisions.