Common use of BUSINESS RISKS Clause in Contracts

BUSINESS RISKS. 7.1 Termination TxDOT may terminate for convenience at any time. TxDOT must pay the DB Contractor amounts owing for services performed through the termination date plus reasonable costs to terminate subcontracts not assigned to TxDOT and other reasonable settlement costs. If TxDOT elects not to issue any of the Maintenance NTPs, including Maintenance NTP1, it shall not be considered a termination for convenience and TxDOT shall not incur any termination costs. 7.2 Traffic Control Plan The DB Contractor must submit a Traffic Control Plan before implementing and Lane Rental Charges any Lane Closure. TxDOT has the right to refuse such closure, for example if it would coincide with a closure already planned by TxDOT or another entity. The DB Contractor agrees to pay TxDOT Lane Rental Charges for Lane Closures in an amount that varies by time of day and by number of lanes closed to encourage the DB Contractor to carry out Maintenance Services at times that will be least disruptive. The DB Contractor is excused charges for matters outside of its control such as Force Majeure Events. 7.3 Noncompliance Events The DB Contractor may be assessed Noncompliance Points for failure to meet specified obligations set forth in the Noncompliance Events Table to the CMA. Typical examples include the failure to remedy a Defect within the required period or the failure to deliver a Submittal within the required time. Upon assessment of the tenth Noncompliance Point and upon assessment of each additional ten Noncompliance Points, TxDOT may deduct Noncompliance Charges from the amounts due to the DB Contractor in an amount to be set forth in the CMA. The persistent accumulation of Noncompliance Points exceeding a specified number within a rolling time period may result in a Persistent Contractor Default. 7.4 CMA Warranties The Warranties require that the Maintenance Services and all design and construction work performed in connection with such services must meet all the CMA requirements, be free from Defects and fit for purpose. The Warranty Period for Maintenance Services commences at the conclusion of the Maintenance Period. The Warranties apply to all Maintenance Services for each Maintenance Term during which the Maintenance Services were provided. All Warranties remain in effect until one year after the conclusion of the final Maintenance Term. For Maintained Elements repaired, replaced or corrected under the Warranty, such Elements are warranted for a further period, not to exceed two years after the expiration or termination of this CMA. 7.5 Default The CMA defines and provides for defaults and remedies. Examples of default include failure to continuously and diligently perform the Maintenance Services, failure to provide the required bonds or letter of credit, failure to make payment when due to a Subcontractor or Supplier and the Persistent DB Contractor Default referred to under Noncompliance Events. 7.6 Indemnification The CMA includes indemnities in favor of TxDOT and the State of Texas.

BUSINESS RISKS. 7.1 Termination TxDOT may terminate for public convenience at any time. TxDOT must pay the DB Maintenance Contractor amounts owing for services performed through the termination date plus reasonable costs to terminate subcontracts not assigned to TxDOT and other reasonable settlement costs. If TxDOT elects not to issue any of the Liquidated Damages Maintenance NTPs, including Maintenance NTP1, it shall not be considered a termination for convenience and TxDOT shall not incur any termination costs. 7.2 Traffic Control Plan The DB Contractor must submit a Traffic Control Plan before implementing and Lane Rental Charges any Lane Closure. TxDOT has the right to refuse such closure, for example if it would coincide with a closure already planned by TxDOT or another entity. The DB Contractor agrees to pay TxDOT Lane Rental Charges Liquidated Damages for Lane Closures in an amount that varies by time of day and by number of lanes closed to encourage the DB Contractor to carry out Maintenance Services at times that will be least disruptive. The DB Contractor is excused charges for matters outside of its control such as Force Majeure Events. 7.3 Noncompliance Events The DB Contractor may be assessed Noncompliance Points for failure to meet specified obligations set forth in the Noncompliance Events Table CMA as deemed compensation to the CMA. Typical examples include the TxDOT resulting from Maintenance Contractor’s failure to remedy a Defect within meet the required period or the failure to deliver a Submittal within the required time. Upon assessment of the tenth Noncompliance Point and upon assessment of each additional ten Noncompliance Points, TxDOT may deduct Noncompliance Charges from the amounts due to the DB Contractor in an amount to be set forth Lane Closure restrictions in the CMAContract Documents. The persistent accumulation of Noncompliance Points exceeding a specified number within a rolling time period may result in a Persistent Contractor Default. 7.4 CMA Warranties The Warranties require that the Maintenance Services and all design and construction work performed in connection with such services must meet all the CMA requirements, be free from Defects and fit for purpose. The Warranty Period for Maintenance Services commences shall commence at the conclusion of the Maintenance Period. The Warranties apply to all Maintenance Services for each Maintenance Term during which the Maintenance Services were provided. All Warranties shall remain in effect until one year after the conclusion of the final Maintenance Term. For Maintained Elements Extended Warranties apply to repaired, replaced or corrected under the Warranty, such Elements are warranted for a further periodWork, not to exceed two years after the expiration or termination of this CMA. 7.5 . Transfer Protocol Maintenance Contractor, within 240 Days after issuance by TxDOT of Maintenance NTP1, shall submit to TxDOT, for TxDOT’s review and approval, a Maintenance Transition Plan. At the expiration of the Maintenance Term or any earlier termination of the CMA, Maintenance Contractor shall ensure and certify that the Maintenance Elements meet the Asset Condition Score requirements. Default The CMA defines and provides for defaults and remedies. Examples Indemnification Maintenance Contractor indemnifies TxDOT for: Errors, omissions, negligence, recklessness, willful misconduct or breach of default include contract by Maintenance Contractor or any member of Maintenance Contractor Group; Breach of the P3A by the Maintenance Contractor; Failure to comply with applicable laws or governmental approvals by any Maintenance Contractor-Related Entity; Maintenance Contractor's patent or copyright infringement or other misappropriation of trade secrets; Maintenance Contractor’s failure to continuously pay sales, use, income and diligently gross receipts taxes; Any stop notices and /or liens and costs to discharge them, including attorneys' fees and costs; Release of hazardous substances on the right of way or elsewhere; release due to acts, omissions, negligence, willful misconduct, recklessness or breach by any Maintenance Contractor-Related Entity; Maintenance Contractor's delay, disruption, inconvenience or interference with work performed by other contractors; Breach or failure to perform an obligation owed to a third person, including Governmental Entities, where performance of the obligation is delegated to the Maintenance ServicesContractor under the CMA. - 6 - Inverse condemnation, trespass, nuisance or similar taking or harm to real property by: (i) the failure of any Maintenance Contractor-Related Entity to provide comply with good industry practices or P3A requirements respecting control and mitigation of construction activities and impacts, (ii) the required bonds intentional misconduct or letter negligence of creditany Maintenance Contractor- Related Entity, failure or (iii) the actual physical entry onto or encroachment upon another’s property by any Maintenance Contractor-Related Entity. DB Agreement Portions of the DB Agreement and Technical Provisions are referenced in the CMA Documents for the purpose of defining Provisions requirements of the CMA Documents applicable to make payment when due to a Subcontractor or Supplier design and the Persistent DB Contractor Default referred to under Noncompliance Events. 7.6 Indemnification The CMA includes indemnities in favor of TxDOT and the State of Texas.Incorporated by