Common use of Utility Enhancements Clause in Contracts

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”). (a) If a Utility Owner requests that Developer design or construct a Betterment, then subject to Section 3.13.3(e), Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b), concurrently with its delivery to the Utility Owner. (c) If a Utility Owner requests that Developer design or construct a Utility Owner Project, then subject to Section 3.13.3(e), Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.2.

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-TxDOT- Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) 6.8.2.4 Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) 6.8.2.4 Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”). (a) If a Utility Owner requests that Developer design or construct a Betterment, then subject to Section 3.13.3(e3.14.3(d), Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a3.14.2(a) shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b3.14.2(b), concurrently with its delivery to the Utility Owner. (c) If a Utility Owner requests that Developer design or construct a Utility Owner Project, then subject to Section 3.13.3(e3.14.3(d), Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.83.14.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.23.14.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer DB Contractor design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer DB Contractor design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.2.Section

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1. If a Utility Owner requests that Developer DB Contractor design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.2.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2. The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3. If a Utility Owner requests that Developer DB Contractor design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.2.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.9. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.8.2.4. DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer DB Contractor design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer DB Contractor design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.8.2.4 DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.7.2.1. If a Utility Owner requests that Developer DB Contractor design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.7.2.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.7.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.7.2.2. The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.7.2.2, concurrently with its delivery to the Utility Owner. (c) 6.7.2.3. If a Utility Owner requests that Developer DB Contractor design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.7.2.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.7.8. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.7.2.4. DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.7.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer DB Contractor design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer DB Contractor design or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.8.2.4 DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which that is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer that DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-TxDOT- Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) 6.8.2.4 Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.3.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”). (a) 6.8.2.1 If a Utility Owner requests that Developer DB Contractor design or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor (or TxDOT and DB Contractor, if the Utility Owner is the City of Dallas) shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor (or by the City of Dallas to TxDOT for payment to DB Contractor if the Utility Owner is the City of Dallas). Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT (or execution by the City of Dallas and TxDOT, if the Utility Owner is the City of Dallas) of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work, except where the Utility Owner is the City of Dallas, in which case the Price will be increased as part of the DWU Change Order in accordance with requirements for any Betterments set forth in the City of Dallas Utility Agreement. InsteadFor all other Betterments, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor or TxDOT for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner (other than the City of Dallas) requests that Developer DB Contractor design or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. Notwithstanding the foregoing, for any Utility Owner Project where the City of Dallas is the Utility Owner, DB Contractor shall use its best efforts to negotiate in good faith an agreement with the City of Dallas providing for DB Contractor to perform such work at the City of Dallas’ expense, which agreement upon approval by TxDOT may be incorporated as part of the initial City of Dallas Utility Agreement or an amendment thereto, with payments to be made by the City of Dallas to TxDOT and from TxDOT to DB Contractor pursuant to an increase in the Price solely for the costs of such Utility Owner Project included in the DWU Change Order if such Utility Owner Project is included in the intial City of Dallas Utility Agreement or in a subsequent negotiated Change Order in accordance with Section 13 if such Utility Owner Project is included in a subsequent amendment to the City of Dallas Utility Agreement. DB Contractor shall not be entitled to a time extension for any Utility Owner Project negotiated in accordance with this Section 6.8.2.3. (d) Developer 6.8.2.4 DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which that is incompatible with the Project or which that cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer that DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) 6.8.2.4 Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.3.

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.2.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-TxDOT- Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.2.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) 6.8.2.4 Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.2.design

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.7.2.1. If a Utility Owner requests that Developer DB Contractor design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.7.2.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.7.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.7.2.2. The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.7.2.2, concurrently with its delivery to the Utility Owner. (c) 6.7.2.3. If a Utility Owner requests that Developer DB Contractor design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.7.2.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8.6.7.8. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.7.2.4. DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.7.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer DB Contractor design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer DB Contractor design or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.8.2.4 DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which that is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any compensation from TxDOT, Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer that DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1. If a Utility Owner requests that Developer DB Contractor design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.2.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2. The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3. If a Utility Owner requests that Developer DB Contractor design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.2.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.8.2.4. DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer Utility Enhancements shall be responsible for addressing any requests by Utility Owners that Developer design or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”)addressed as provided in this Section 6.8.3 and in Technical Provision 8. (a) 6.8.3.1 If a Utility Owner requests that Developer Design/Builder design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer Design/Builder shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer Design/Builder to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDesign/Builder. Any such agreement shall be set forth in the applicable Utility Adjustment Agreement. Any such Betterment shall be deemed added to the scope of the D&C Development Work only upon execution by the Utility Owner and Developer Design/Builder and approval by TxDOT the Alamo RMA of a Utility Adjustment Agreement or Utility Adjustment Agreement Amendment identifying and providing for performance of such Betterment. Any change in the scope of the D&C Development Work pursuant to this Section 3.13.2(a) 6.8.3.1 shall not be treated as a TxDOTan Alamo RMA-Directed Change Change. Except as otherwise set forth in this Section 6.8.3 or extend in Technical Provision 8, all the Completion Deadlinesterms and conditions of the Contract Documents which apply to the Utility Adjustment Work being performed by Design/Builder shall apply to any Betterment added to the Development Work pursuant to this Section 6.8.3.1. (b) The D&C 6.8.3.2 Neither the Development Price nor the amount of reimbursement to be paid by the Alamo RMA pursuant to Section 6.8.1 shall not be increased on account of any Betterment added to the D&C Development Work. Instead, Developer Design/Builder shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Adjustment Agreement. The amount of compensation payable by the Utility Owner to Developer Design/Builder for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Adjustment Agreement. Developer Design/Builder shall submit to TxDOT the Alamo RMA a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.3.2, concurrently with its delivery to the Utility Owner. (c) 6.8.3.3 If a Utility Owner requests that Developer Design/Builder design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer Design/Builder shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer Design/Builder to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDesign/Builder. Any such agreement shall be a separate construction contract between Developer Design/Builder and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Development Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.8Development Price. The compensation payable by the Utility Owner to Developer Design/Builder for a Utility Owner Project shall be determined in a manner acceptable to both Developer Design/Builder and the Utility Owner. (d) Developer 6.8.3.4 Design/Builder is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer Design/Builder design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer Design/Builder proceed with any Utility Enhancement which is incompatible with the Project or the Project Design or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer Design/Builder or a Utility Owner be entitled to reimbursement pursuant to Section 6.8.1 or will Design/Builder be entitled to any Development Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer Design/Builder either outside of this Agreement or as part of the Development Work, or by the Utility OwnerOwner or its contractors. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer Design/Builder shall promptly notify TxDOT the Alamo RMA of any requests by Utility Owners which Developer Design/Builder considers to be Betterments, and shall keep TxDOT the Alamo RMA informed as to the status of negotiations with Utility Owners concerning such requests. Developer Design/Builder shall provide TxDOT the Alamo RMA with such information, analyses, and certificates as may be requested by TxDOT the Alamo RMA in order to determine compliance with this Section 3.13.26.8.3.

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-TxDOT- Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing providin g for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) 6.8.2.4 Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer DB Contractor design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment aBetterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer DB Contractor design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.2.Section

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.2.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.2.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.7. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) 6.8.2.4 Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”). (a) 6.8.2.1. If a Utility Owner requests that Developer DB Contractor design or construct a Betterment, then subject to Section 3.13.3(e)6.8.2.2, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2. The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3. If a Utility Owner requests that Developer DB Contractor design or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.2 of this DBA, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement DBA and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8 of this DBA. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.8.2.4. DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which that is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract DBA Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”). (a) 6.8.2.1. If a Utility Owner requests that Developer DB Contractor design or construct a Betterment, then subject to Section 3.13.3(e)6.8.2.2, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2. The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3. If a Utility Owner requests that Developer DB Contractor design or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.2 of this DBA, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement DBA and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8 of this DBA. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.8.2.4. DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which that is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract DBA Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.2.shall

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”). (a) 6.8.2.1. If a Utility Owner requests that Developer DB Contractor design or construct a Betterment, then subject to Section 3.13.3(e)6.8.2.2, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2. The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3. If a Utility Owner requests that Developer DB Contractor design or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.2 of this DBA, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement DBA and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8 of this DBA. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.8.2.4. DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which that is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract DBA Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.2.and

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-TxDOT- Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.2.and

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or and/or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”). (a) 6.8.2.1. If a Utility Owner requests that Developer DB Contractor design or construct a Betterment, then subject to Section 3.13.3(e)6.8.3.5, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2. The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3. If a Utility Owner requests that Developer DB Contractor design or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.5 of this DBA, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement DBA and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8 of this DBA. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.8.2.4. DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which that is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract DBA Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or and/or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”). (a) 6.7.2.1. If a Utility Owner requests that Developer DB Contractor design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.7.2.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.7.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.7.2.2. The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.7.2.2, concurrently with its delivery to the Utility Owner. (c) 6.7.2.3. If a Utility Owner requests that Developer DB Contractor design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.7.2.4, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement DBA and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.7.8. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.7.2.4. DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer DB Contractor design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer DB Contractor or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer DB Contractor proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract DBA Documents, including the Completion Deadlines. Under no circumstances will Developer DB Contractor be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer DB Contractor or by the Utility Owner. Developer DB Contractor may, but is not obligated to, design and construct Utility Enhancements. Developer DB Contractor shall promptly notify TxDOT of any requests by Utility Owners which Developer DB Contractor considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer DB Contractor shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.7.2.

Utility Enhancements. Developer DB Contractor shall be responsible for addressing any requests by Utility Owners that Developer DB Contractor design or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”). (a) 6.8.2.1. If a Utility Owner requests that Developer DB Contractor design or construct a Betterment, then subject to Section 3.13.3(e)6.8.2.2, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer DB Contractor and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) 6.8.2.2. The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer DB Contractor shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer DB Contractor for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer DB Contractor shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3. If a Utility Owner requests that Developer DB Contractor design or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.3.2 of this DBA, Developer DB Contractor shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer DB Contractor to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to DeveloperDB Contractor. Any such agreement shall be a separate contract between Developer DB Contractor and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement DBA and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8 of this DBA. The compensation payable by the Utility Owner to Developer DB Contractor for a Utility Owner Project shall be determined in a manner acceptable to both Developer DB Contractor and the Utility Owner. (d) Developer 6.8.2.4. DB Contractor is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.2.DB

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or construct a Betterment or Utility Owner Project (collectively, “Utility Enhancements”). (a) If a Utility Owner requests that Developer design or construct a Betterment, then subject to Section 3.13.3(e3.13.3(d), Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) shall not be treated as a TxDOT-Directed Change or extend the Completion Deadlines. (b) The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b), concurrently with its delivery to the Utility Owner. (c) If a Utility Owner requests that Developer design or construct a Utility Owner Project, then subject to Section 3.13.3(e3.13.3(d), Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.2.

Utility Enhancements. Developer shall be responsible for addressing any requests by Utility Owners that Developer design or and/or construct a Betterment or Utility Owner Project (collectively, “"Utility Enhancements”"). (a) 6.8.2.1 If a Utility Owner requests that Developer design or and/or construct a Betterment, then subject to Section 3.13.3(e)6.8.2.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be set forth in the applicable Utility Agreement. Any such Betterment shall be deemed added to the scope of the D&C Work only upon execution by the Utility Owner and Developer and approval by TxDOT of a Utility Agreement identifying and providing for performance of such Betterment. Any change in the scope of the D&C Work pursuant to this Section 3.13.2(a) 6.8.2.1 shall not be treated as a TxDOT-TxDOT- Directed Change or extend the Completion Deadlines. (b) 6.8.2.2 The D&C Price shall not be increased on account of any Betterment added to the D&C Work. Instead, Developer shall have the right to collect payment for such work directly from the Utility Owner, subject to the provisions of the applicable Utility Agreement. The amount of compensation payable by the Utility Owner to Developer for a Betterment shall be determined pursuant to the process set forth in the applicable Utility Agreement. Developer shall submit to TxDOT a copy of each invoice delivered to a Utility Owner pursuant to this Section 3.13.2(b)6.8.2.2, concurrently with its delivery to the Utility Owner. (c) 6.8.2.3 If a Utility Owner requests that Developer design or and/or construct a Utility Owner Project, then subject to Section 3.13.3(e)6.8.2.4, Developer shall use its best efforts to negotiate in good faith an agreement with the Utility Owner providing for Developer to perform such work at the Utility Owner’s expense, with payments to be made directly by the Utility Owner to Developer. Any such agreement shall be a separate contract between Developer and the Utility Owner; and any such Utility Owner Project shall be performed outside of this Agreement and the Work, without any impact on the Price and the Completion Deadlines and shall be subject to Section 3.13.86.8.8. The compensation payable by the Utility Owner to Developer for a Utility Owner Project shall be determined in a manner acceptable to both Developer and the Utility Owner. (d) 6.8.2.4 Developer is fully responsible for coordinating its efforts with Utility Owners and for addressing requests by Utility Owners that Developer design or and/or construct Utility Enhancements. Any Betterment performed as part of a Utility Adjustment, whether by Developer or by the Utility Owner, shall be subject to the same standards and requirements as if it were a necessary Utility Adjustment, and shall be addressed in the appropriate Utility Agreement. Under no circumstances shall Developer proceed with any Utility Enhancement which is incompatible with the Project or which cannot be performed within the other constraints of applicable Law, the Governmental Approvals and the Contract CDA Documents, including the Completion Deadlines. Under no circumstances will Developer be entitled to any Price increase or time extension hereunder as the result of any Utility Enhancement, whether performed by Developer or by the Utility Owner. Developer may, but is not obligated to, design and construct Utility Enhancements. Developer shall promptly notify TxDOT of any requests by Utility Owners which Developer considers to be Betterments, and shall keep TxDOT informed as to the status of negotiations with Utility Owners concerning such requests. Developer shall provide TxDOT with such information, analyses, and certificates as may be requested by TxDOT in order to determine compliance with this Section 3.13.26.8.2.