Common use of Final Acceptance Clause in Contracts

Final Acceptance. (i) Within 90 days following the issuance of the Certificate of Substantial Completion, the Concessionaire shall perform all remaining Work, including completion of all Punch List items for the Project. (ii) The Concessionaire shall provide the Department with written notification when it has determined that the following conditions to Final Acceptance have been satisfied: (a) all requirements for Substantial Completion have been satisfied; (b) all Punch List items have been completed and delivered to the reasonable satisfaction of the Department; (c) the Concessionaire shall have delivered correct and complete copies of all as-built drawings of the Project to the Department; (d) all work that the Concessionaire is obligated to perform for or on behalf of third parties has been accepted by such third parties (other than disputed items); (e) the Concessionaire has paid for all work by third parties that the Concessionaire is obligated to pay (other than disputed amounts); (f) the Concessionaire has delivered all required certifications from the engineer of record and architect of record for the Project to all necessary Governmental Authorities and to the Department; (g) the Concessionaire has made all deliveries of Work Product to the Department that are required to be made under this Agreement; and (h) the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, with the exception of the condition requiring that Final Acceptance has occurred under this Agreement. During the 21 day period following delivery of such notice, the Concessionaire and the Department shall meet, confer and exchange information with the goal being the Department’s orderly, timely inspection of the Project and final acceptance by the Department in writing (such written acceptance the “Final Acceptance Certificate”), and the Department shall conduct an inspection of the Punch List items, a review of the final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been satisfied. The Department shall submit to the Concessionaire a report of its findings and recommendations prior to the expiration of such 21-day period. (iii) Within five days following the expiration of such 21-day period, the Department shall issue a Final Acceptance Certificate or shall notify the Concessionaire why Final Acceptance has not been achieved; provided, that if the Department has failed to issue a Final Acceptance Certificate or to notify the Concessionaire why Final Acceptance had not been achieved within 21 days after the expiration of the 21 day period described in Section 7.14(b)(ii), a Final Acceptance Certificate shall be deemed to be issued.

Final Acceptance. (i) Within 90 days following the issuance 20.3.1 Promptly after achieving Substantial Completion of the Certificate of Substantial Completionall Locations, the Concessionaire DB Contractor shall perform all remaining WorkWork for such Locations, including completion of all Punch List items items. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Project. (ii) The Concessionaire shall provide the Department with written notification when it has determined that Project at such time as all of the following conditions to Final Acceptance have been satisfied: (a) all requirements for TxDOT has issued a Certificate of Substantial Completion have been satisfiedfor all Locations; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of the DepartmentTxDOT; (c) the Concessionaire shall have delivered correct and TxDOT has received a complete copies of all as-built drawings set of the Project to Record Drawings in form and content required by the DepartmentTechnical Provisions; (d) all Utility Adjustment Work and other work that the Concessionaire DB Contractor is obligated to perform for or on behalf of third parties with respect to the Project has been accepted by such third parties (other than disputed items); (e) the Concessionaire parties, and DB Contractor has paid for all work by third parties that the Concessionaire DB Contractor is obligated to pay (for, other than disputed amounts)amounts and amounts which have not been submitted to DB Contractor for payment by Utility Owners; (e) all personnel, supplies, equipment, waste materials, rubbish and temporary facilities of each DB Contractor-Related Entity shall have been removed from the applicable portion of the Project ROW, DB Contractor shall restore and repair all damage or injury arising from such removal to the satisfaction of TxDOT, and the Site shall be in good working order and condition; (f) DB Contractor shall have delivered to TxDOT a certification representing that there are no outstanding claims of DB Contractor or claims, Liens or stop notices of any Subcontractor, Supplier, laborer, Utility Owner or other Persons with respect to the Concessionaire has delivered Work, other than any previously submitted unresolved claims of DB Contractor and any claims, Liens or stop notices of a Subcontractor, Supplier, laborer, Utility Owner or other Persons being contested by DB Contractor (in which event the certification shall include a list of all required certifications from the engineer of record and architect of record for the Project such matters with such detail as is requested by TxDOT and, with respect to all necessary Governmental Authorities claims, Liens or stop notices of a Subcontractor, Supplier, laborer, Utility Owner and other Person, shall include a representation by DB Contractor that it is diligently and in good faith contesting such matters by appropriate legal proceedings which shall operate to prevent the Departmentenforcement or collection of the same). For purposes of such certificate, the term “claim” shall include all matters or facts which may give rise to a claim; (g) the Concessionaire DB Contractor has made paid in full all deliveries of Work Product to the Department liquidated damages that are required owing to TxDOT pursuant to this DBC and are not in Dispute, and has provided to TxDOT reasonable security for the full amount of liquidated damages that may then be made under this Agreementthe subject of an unresolved Dispute; and (h) the conditions set forth in Section 6.7.1 there exists no uncured DB Contractor Defaults. 20.3.3 DB Contractor shall provide TxDOT with written notification when DB Contractor determines it has achieved Final Acceptance of the Design-Build Contract have been satisfied, with the exception of the condition requiring that Final Acceptance has occurred under this AgreementProject. During the 21 15-day period following delivery receipt of such noticenotification, the Concessionaire DB Contractor and the Department TxDOT shall meet, meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the Department’s orderly, timely inspection and review of the Project and final acceptance by the Department in writing (such written acceptance the “Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance Certificate”)for the Project. 20.3.4 During such 15-day period, and the Department TxDOT shall conduct an inspection of the Punch List items, a review of the final drawings Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been for the Project are satisfied. The Department shall submit to the Concessionaire a report of its findings and recommendations prior to the . 20.3.5 Within five days after expiration of such 21-day period. (iii) Within five days following the expiration of such 2115-day period, the Department TxDOT shall either: (a) issue a Certificate of Final Acceptance Certificate for the Project or shall (b) notify the Concessionaire DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved; provided, that if . If TxDOT and DB Contractor cannot agree as to the Department has failed to issue a date of Final Acceptance Certificate or to notify the Concessionaire why Final Acceptance had not been achieved within 21 days after the expiration of the 21 day period described in Section 7.14(b)(ii)Project, a Final Acceptance Certificate such Dispute shall be deemed resolved according to be issuedthe dispute resolution procedures set forth in this DBC.

Final Acceptance. After (i) Within 90 days following the issuance all of the Certificate of Substantial CompletionUnits #1 though #6 have achieved Commercial Operation, the Concessionaire shall perform all remaining Work, including completion of all Punch List items for the Project. (ii) The Concessionaire shall provide the Department with written notification when it has determined that the following conditions to Final Acceptance have been satisfied: all retesting under Section 12.3(c) for any Unit, if applicable, is terminated, (a) all requirements for Substantial Completion have been satisfied; (b) all Punch List items have been completed and delivered to the reasonable satisfaction of the Department; (ciii) the Concessionaire shall have delivered correct and complete copies of all as-built drawings of the Project to the Department; (d) all work that the Concessionaire is obligated to perform for or on behalf of third parties has been accepted by such third parties (other than disputed items); (e) the Concessionaire has paid for all work by third parties that the Concessionaire is obligated to pay (other than disputed amounts); (f) the Concessionaire has delivered all required certifications from the engineer of record and architect of record for the Project to all necessary Governmental Authorities and to the Department; (g) the Concessionaire has made all deliveries of Work Product to the Department that are required to be made under this Agreement; and (h) the conditions requirements set forth in Section 6.7.1 of 12.3(d) have been achieved for all the Design-Build Contract Units #1 through #6, (iv) all tests required for Plant Commercial Operation have been satisfied, with and (v) the exception of Work is complete except for the condition requiring Combustion Turbine Evaporative Cooler Test and for Punch List items (provided that Final Acceptance has occurred under this Agreement. During the 21 day period following delivery of such notice, the Concessionaire and the Department shall meet, confer and exchange information with the goal being the Department’s orderly, timely inspection of the Project and final acceptance by the Department in writing (such written acceptance the “Final Acceptance Certificate”), and the Department shall conduct an inspection total Article 12 estimated cost of the Punch List items does not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000)), Owner shall, upon written request by Contractor, issue to Contractor a Certificate of Final Acceptance evidencing that all Work has been completed except for the aforementioned Combustion Turbine Evaporative Cooler Test or Punch List items, a review as applicable ("Final Acceptance"). Upon Final Acceptance, provided Contractor has met the requirements for the payment or release of Owner's Security, Owner shall release to Contractor the Owner's Security less two times the estimated cost of Punch List items, and less any amounts withheld pursuant to Section 3.1(f). When all remaining Punch List items are complete and approved by Owner, Owner shall release the remainder of the final drawings and amount withheld for the Punch List. If other amounts are withheld, as the matters for which such other investigation as amounts were withheld are resolved, Owner shall release additional amounts accordingly. Final Acceptance shall not constitute a release or waiver by Owner of claims arising from punch list items, any work related to or arising out of the Combustion Turbine Evaporative Cooler (including Work on other Equipment which may result from repairs or adjustments which are determined to be necessary to evaluate whether the conditions to Final Acceptance have been satisfied. The Department shall submit to the Concessionaire a report of its findings and recommendations prior to the expiration of such 21-day period. (iii) Within five days or desirable following the expiration Combustion Turbine Evaporative Cooler Test); unsettled liens; the terms of such 21-day period, the Department shall issue a Final Acceptance Certificate any warranty contained in or shall notify the Concessionaire why Final Acceptance has not been achievedrequired by this Agreement; provided, that if the Department has failed to issue a Final Acceptance Certificate or to notify the Concessionaire why Final Acceptance had not been achieved within 21 days after the expiration any other unsettled claims of the 21 day period described in Section 7.14(b)(ii), a Final Acceptance Certificate shall be deemed to be issuedOwner.

Final Acceptance. (i) Within 90 days following the issuance of the Certificate of Substantial Completion, the Concessionaire shall perform all remaining Work, including completion of all Punch List items for the Project. (ii) The Concessionaire shall provide the Department and the Independent Engineer with written notification when it has determined that the following conditions to Final Acceptance have been satisfied: (aA) all requirements for Substantial Completion have been satisfied; (bB) all Punch List items have been completed and delivered to the reasonable satisfaction of the Departmentdelivered; (cC) the Concessionaire shall have has delivered correct and complete copies of all as-built drawings of the Project to the Department; (dD) all work that the Concessionaire is obligated to perform for or on behalf of third parties has been accepted by such third parties (other than disputed items); (eE) the Concessionaire has paid for all work by third parties that the Concessionaire is obligated to pay (other than disputed amounts); (fF) the Concessionaire has delivered to all necessary Governmental Authorities and to the Department all required certifications from the engineer of record and architect of record for the Project to all necessary Governmental Authorities and to the DepartmentProject; (gG) the Concessionaire has made all deliveries of Work Product to the Department that are then required to be made under this Agreement; and (hH) the conditions set forth in Section 6.7.1 of the Design-Build Contract all utilities have been satisfied, identified and conflicts have been resolved and those utilities with compensable rights or other claims related to relocation or coordination with the exception of Ultimate Configuration have been relocated and their claims and compensable rights have been satisfied or shall be satisfied by the condition requiring that Final Acceptance has occurred under this Agreement. Concessionaire. (ii) During the 21 21-day period following delivery of such notice, the Concessionaire Concessionaire, the Department and the Department Independent Engineer shall meet, confer and exchange information with the goal being the Department’s and the Independent Engineer’s orderly, timely inspection of the Project and final acceptance Final Acceptance by the Department in writing (such written acceptance the “Final Acceptance Certificate”), and the Department Independent Engineer shall conduct an inspection of the Punch List items, a review of the final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been satisfied. The Department Independent Engineer shall submit to the Department and the Concessionaire a report of its findings and recommendations prior to the expiration of such 21-day period. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (iii) Within five days following the expiration of such 21-day periodperiod and the Department’s receipt of the Independent Engineer’s report, the Department shall issue a Final Acceptance Certificate or shall notify the Concessionaire why Final Acceptance has not been achieved; provided, that if the Department has failed to issue a Final Acceptance Certificate or to notify the Concessionaire why Final Acceptance had not been achieved within 21 days after the expiration of the 21 21-day period described in Section 7.14(b)(ii8.11(b)(ii), a Final Acceptance Certificate shall be deemed to be issued. Deemed issuance shall not, however, excuse the Concessionaire from satisfying all the conditions set forth in Section 8.11(b)(i). (iv) The Concessionaire shall prepare and adhere to a timetable for planting and establishing the vegetative ground cover landscaping, which timetable shall provide for vegetative ground cover landscaping to be planted and established by six months after Substantial Completion, subject to weather conditions affecting successful planting and growth.

Final Acceptance. (i) Within 90 days following the issuance of the Certificate of Substantial Completion, the Concessionaire shall perform all remaining Work, including completion of all Punch List items for the Project. (ii) The Concessionaire shall provide the Department and the Independent Engineer with written notification when it has determined that the following conditions to Final Acceptance have been satisfied: (aA) all requirements for Substantial Completion have been satisfied; (bB) all Punch List items have been completed and delivered to the reasonable satisfaction of the Departmentdelivered; (cC) the Concessionaire shall have has delivered correct and complete copies of all as-built drawings of the Project to the Department; (dD) all work that the Concessionaire is obligated to perform for or on behalf of third parties has been accepted by such third parties (other than disputed items); (eE) the Concessionaire has paid for all work by third parties that the Concessionaire is obligated to pay (other than disputed amounts); (fF) the Concessionaire has delivered to all necessary Governmental Authorities and to the Department all required certifications from the engineer of record and architect of record for the Project to all necessary Governmental Authorities Project; and to the Department; (gG) the Concessionaire has made all deliveries of Work Product to the Department that are then required to be made under this Agreement; and . (hii) the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, with the exception of the condition requiring that Final Acceptance has occurred under this Agreement. During the 21 21-day period following delivery of such notice, the Concessionaire Concessionaire, the Department and the Department Independent Engineer shall meet, confer and exchange information with the goal being the Department’s and the Independent Engineer’s orderly, timely inspection of the Project and final acceptance Final Acceptance by the Department in writing (such written acceptance the “Final Acceptance Certificate”), and the Department Independent Engineer shall conduct an inspection of the Punch List items, a review of the final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been satisfied. The Department Independent Engineer shall submit to the Department and the Concessionaire a report of its findings and recommendations prior to the expiration of such 21-day period. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (iii) Within five days following the expiration of such 21-day periodperiod and the Department’s receipt of the Independent Engineer’s report, the Department shall issue a Final Acceptance Certificate or shall notify the Concessionaire why Final Acceptance has not been achieved; provided, that if the Department has failed to issue a Final Acceptance Certificate or to notify the Concessionaire why Final Acceptance had not been achieved within 21 days after the expiration of the 21 21-day period described in Section 7.14(b)(ii8.11(b)(ii), a Final Acceptance Certificate shall be deemed to be issued. Deemed issuance shall not, however, excuse the Concessionaire from satisfying all the conditions set forth in Section 8.11(b)(i). (iv) The Concessionaire shall prepare and adhere to a timetable for planting and establishing the vegetative ground cover landscaping, which timetable shall provide for vegetative ground cover landscaping to be planted and established by six months after Substantial Completion, subject to weather conditions affecting successful planting and growth.

Final Acceptance. (i) Within 90 days following the issuance of the Certificate of 20.3.1 Promptly after achieving Substantial Completion, the Concessionaire DB Contractor shall perform all remaining Work, including completion of all Punch List items items, all landscaping other than vegetative ground cover, and aesthetic features other than noise/sound walls. DB Contractor shall prepare and adhere to a timetable for planting and establishing the vegetative ground cover landscaping for the Project, taking into account weather conditions necessary for successful planting and growth, which timetable shall in any event provide for vegetative ground cover landscaping to be planted and established by 12 months after Substantial Completion. (ii) The Concessionaire shall provide 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Department with written notification when it has determined that Project at such time as all of the following conditions to Final Acceptance have been satisfied: (a) all requirements for TxDOT has issued a Certificate of Substantial Completion have been satisfiedCompletion; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of the DepartmentTxDOT; (c) the Concessionaire shall have delivered correct and TxDOT has received a complete copies of all as-built drawings set of the Project to Record Drawings in form and content required by the DepartmentTechnical Provisions; (d) all Utility Adjustment Work and other work that the Concessionaire DB Contractor is obligated to perform for or on behalf of third parties with respect to the Project has been accepted by such third parties (other than disputed items); (e) the Concessionaire parties, and DB Contractor has paid for all work by third parties that the Concessionaire DB Contractor is obligated to pay (for, other than disputed amounts)amounts and amounts which have not been submitted to DB Contractor for payment by Utility Owners; (fe) the Concessionaire all personnel, 20.3.3 DB Contractor shall provide TxDOT with written notification when DB Contractor determines it has delivered all required certifications from the engineer of record and architect of record for the Project to all necessary Governmental Authorities and to the Department; (g) the Concessionaire has made all deliveries of Work Product to the Department that are required to be made under this Agreement; and (h) the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, with the exception of the condition requiring that achieved Final Acceptance has occurred under this AgreementAcceptance. During the 21 15-day period following delivery receipt of such noticenotification, the Concessionaire DB Contractor and the Department TxDOT shall meet, meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the Department’s orderly, timely inspection and review of the Project and final acceptance by the Department in writing (such written acceptance the “Final Acceptance Certificate”)Record Drawings, and the Department TxDOT’s issuance of a Certificate of Final Acceptance. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the final drawings Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been are satisfied. The Department Authority shall submit be permitted to participate in all Project inspections, document reviews, and investigations in connection with the Concessionaire a report determination of its findings and recommendations prior whether the conditions to the Final Acceptance are satisfied. 20.3.5 Within five days after expiration of such 21-day period. (iii) Within five days following the expiration of such 2115-day period, the Department TxDOT shall either: (a) issue a Certificate of Final Acceptance Certificate or shall (b) notify the Concessionaire DB Contractor in writing setting forth, as applicable, why Final Acceptance has not been achieved; provided. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance, that if such Dispute shall be resolved according to the Department has failed to issue a dispute resolution procedures set forth in this DBA. 20.3.6 TxDOT will deem Final Acceptance of the Project to be achieved upon TxDOT’s issuance of a Certificate or to notify the Concessionaire why of Final Acceptance had not been achieved within 21 days after for the expiration of the 21 day period described in Section 7.14(b)(ii), a Final Acceptance Certificate shall be deemed to be issuedProject.

Final Acceptance. (a) The DB Contractor will achieve Final Acceptance on or before the Scheduled Final Acceptance Date for the applicable Project Asset, subject to adjustment in accordance with this Agreement and subject to the assessment of liquidated damages pursuant to Section 8.10(b). (b) Final Acceptance of each Project Asset will have been achieved when each of the following conditions have occurred for the applicable Project Asset: (i) Within 90 days following the issuance of the Certificate of Substantial Completion, the Concessionaire shall perform all remaining Work, including completion of all Punch List items for the Project.Completion with respect to such Project Asset has occurred; (ii) The Concessionaire shall provide the Department components of the ETTM System have passed the Integration Acceptance Test; (iii) other than the Permitted Encumbrances (not including clause (c) of the definition thereof), the Project is free and clear of all Liens, claims, security interests or encumbrances arising out of or in connection with written notification when it has determined that the following conditions to Final Acceptance have been satisfied: performance of the DB Work; (a) all requirements for Substantial Completion have been satisfied; (biv) all Punch List items will have been completed and delivered to the reasonable satisfaction of the Concessionaire and, in the case of items on the CA Punchlist, the Department; ; (cv) all Project Documentation, including Final As-Built Drawings and Construction Documentation, will have been delivered to the Concessionaire and the Department; (vi) the Concessionaire shall DB Contractor will have delivered correct and complete copies of all as-built drawings of the Project to the Department; (d) all work that the Concessionaire is obligated to perform for or on behalf of third parties has been accepted by such third parties (other than disputed items); (e) the Concessionaire has paid for all work DB Work performed by third parties to achieve Final Acceptance that the Concessionaire DB Contractor is obligated to pay (other than disputed amountsamounts and amounts that are not yet due and payable); ; (fvii) the DB Contractor will have delivered to the Concessionaire has delivered and, on behalf of the Concessionaire, the Department all required certifications from the engineer of record and architect of record for the Project to and all necessary Governmental Authorities and to the Department; Authorities; (gviii) the Concessionaire has DB Contractor will have made all deliveries of Work Product to the Department Concessionaire that are required to be made under pursuant to this Agreement; and ; (hix) the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, with the exception of the condition requiring that CA Final Acceptance has occurred under this Agreement. During the 21 day period following delivery of such notice, the Concessionaire and the Department shall meet, confer and exchange information with the goal being Comprehensive Agreement as evidenced by the Department’s orderlyissuance of a CA Final Acceptance Certificate thereunder with respect to the Project Asset; and (x) The Concessionaire has delivered to the DB Contractor the Final Acceptance Certificate signed by the DB Contractor and countersigned by the Concessionaire; provided, timely inspection that if any of the Project and final acceptance by the Department conditions in writing (such written acceptance the “Final Acceptance Certificate”), and the Department shall conduct an inspection this Section 8.09(b) for which any of the Punch List itemsConcessionaire Contractors is responsible has not been satisfied by such Concessionaire Contractor for reasons not attributable to the DB Contractor, a review of the final drawings and such then so long as all other investigation as may be necessary to evaluate whether the conditions to Final Acceptance in this Section 8.09(b) have been satisfied. The Department , for all purposes of this Agreement the DB Contractor shall submit not be deemed to have failed to achieve Final Acceptance with respect to the applicable Project Asset, and the DB Contractor shall be entitled to claim a Scope Change Order for a Concessionaire-Caused Delay in accordance with Section 14.05(d) solely for direct impacts caused by the failure of such Concessionaire Contractor to satisfy any of the conditions in this Section 8.09(b) for reasons not attributable to the DB Contractor. (c) At least twenty-eight (28) Days prior to the date when DB Contractor anticipates to achieve Final Acceptance of a given Project Asset, it shall deliver to the Concessionaire a notice thereof (the “Notice of Project Asset Final Acceptance”). The Notice of Project Asset Final Acceptance shall contain a report of its findings results of, and recommendations prior a description of, all DB Work completed in respect to the expiration of such 21-day period. (iii) Within five days following Project Asset in a form acceptable to the expiration of such 21-day periodConcessionaire and with sufficient detail to enable it to establish whether Final Acceptance has been achieved, the Department shall issue as well as a Final Acceptance Certificate signed by the DB Contractor. Within ten (10) Days after receipt of the Notice of Project Asset Final Acceptance, the Concessionaire shall inspect the Project Asset and all DB Work completed by the DB Contractor related thereto and review the report submitted by the DB Contractor and either (a) provide written notice to the Department pursuant to Section 8.09(b) of the CA of anticipated CA Final Acceptance under the CA of such Project Asset, or shall (b) if reasonable cause exists for doing so, notify the DB Contractor that Final Acceptance has not been achieved stating the reasons therefor. Subject to Section 10.05, if the Concessionaire why notifies the DB Contractor that Final Acceptance has not been achieved; provided, that if the Department has failed to issue a DB Contractor shall promptly take such action or perform such additional DB Work as will permit achievement of Final Acceptance Certificate or and issue to notify the Concessionaire why a revised Notice of Project Asset Final Acceptance had not been achieved within 21 days after signed by the expiration of the 21 day period described in Section 7.14(b)(ii), a Final Acceptance Certificate shall be deemed to be issued.DB

Final Acceptance. (i) Within 90 days following the issuance 13.1 Following Mechanical Completion of the Certificate of Substantial Completion, the Concessionaire shall perform all remaining Work, including entire Project and upon completion of all Punch List Punchlist items for so that all construction requirements of the Project. (ii) The Concessionaire shall provide the Department with written notification when it has determined that the following conditions to Final Acceptance Agreement have been satisfied: fulfilled, Contractor shall furnish Owner with the following: (a) all requirements for Substantial Completion have been satisfied; A statement that the Work has achieved Final Acceptance in accordance with the Agreement; (b) A written certificate in a form satisfactory to Owner that all Punch List items payrolls, all materials and equipment bills and all other indebtedness or claims arising out of or in connection with the Work by Contractor and its Subcontractors and Vendors have been completed and delivered to the reasonable satisfaction of the Department; paid or otherwise satisfied; (c) the Concessionaire shall have delivered correct and complete copies Releases in a form satisfactory to Owner of all as-built drawings laborers’, materialmen’s and mechanics’ liens arising out of the Project to the Department; (d) all work that the Concessionaire is obligated to perform for labor, materials and equipment or services furnished by or on behalf of third parties has Contractor or any of its Subcontractors and from Vendors or suppliers if and to the extent that any such claims have been accepted filed; (d) Releases to Owner from Contractor, Subcontractors, Vendors and others assigned portion of Work by such third parties (other than disputed items); Contractor discharging Owner, its shareholders and Affiliates and their employees and representatives from all liabilities, obligations, and claims arising out of or under the Agreement, except with respect to claims of personal injury, which have not yet occurred or which are unknown at the time of final payment; (e) the Concessionaire has paid for all work by third parties Proof satisfactory to Owner that the Concessionaire is obligated there are no unsatisfied claims or invoices to pay (other than disputed amounts); persons or property; (f) the Concessionaire has delivered Delivery to Owner of all required certifications from the engineer of record Drawings and architect of record for the Project Specifications and other documents to all necessary Governmental Authorities and to the Department; (g) the Concessionaire has made all deliveries of Work Product to the Department that are required to be made which Owner is entitled under this Agreement; Agreement plus all other information and data (hincluding data stored on computer) and Equipment Vendor information relating to actual record conditions of the conditions Work. 13.2 Following receipt by Owner of the items set forth in Section 6.7.1 Article 13.1, Contractor shall submit an invoice for final payment of any unpaid balance, including any incentives, due Contractor on the Design-Build Contract Price and Owner shall make final payment to Contractor of any such unpaid balance, less any claims Owner may have been satisfied, with the exception of the condition requiring that Final Acceptance has occurred under this Agreementagainst Contractor. During the 21 day period following delivery of such notice, the Concessionaire and the Department shall meet, confer and exchange information with the goal being the Department’s orderly, timely inspection of the Project and final acceptance by the Department Should Owner in writing (such written acceptance the “Final Acceptance Certificate”), and the Department shall conduct an inspection of the Punch List items, a review good faith dispute any portion of the final drawings invoice or the completeness and accuracy of such other investigation as may be necessary to evaluate whether documents, and advise Contractor in writing of the conditions to Final Acceptance have been satisfied. The Department shall submit to disputed portion and the Concessionaire a report of its findings and recommendations contractual basis for the dispute prior to the expiration of such 21-a thirty (30) day period. , Owner shall pay the undisputed portion within thirty (iii30) Within five days following from the date of receipt of the invoice. Subject to the completeness and accuracy of such documents, the expiration of such 21-thirty (30) day period, period without dispute by Owner shall constitute “Final Acceptance” of all Work performed or provided by Contractor under this Agreement (referred to herein as the Department “Date of Final Acceptance”). Owner shall issue a Certificate of Final Acceptance Certificate at such time. 13.3 The making of partial payment to Contractor shall not constitute an acceptance of the Work or shall notify the Concessionaire why Final Acceptance any part thereof which has not been achieved; providedperformed in accordance with the Agreement. 13.4 Final payment by Owner shall not constitute a waiver by Owner of possible claims for breach of continuing obligations on the part of Contractor. 13.5 Acceptance of final payment by Contractor shall constitute a complete waiver of all claims against Owner, that if except with respect to claims of personal injury which have not yet occurred or which are unknown at the Department has failed time of final payment, and excepting Contractor’s right to issue a Final Acceptance Certificate or assert defenses and counterclaims to notify the Concessionaire why Final Acceptance had not been achieved within 21 days after the expiration of the 21 day period described in Section 7.14(b)(ii), a Final Acceptance Certificate shall be deemed to be issuedany subsequent action by Owner.

Final Acceptance. (i) Within 90 days following the issuance 20.3.1 Promptly after achieving Substantial Completion of the Certificate of Substantial Completionall Locations, the Concessionaire DB Contractor shall perform all remaining WorkWork for such Locations, including completion of all Punch List items items. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Project. (ii) The Concessionaire shall provide the Department with written notification when it has determined that Project at such time as all of the following conditions to Final Acceptance have been satisfied: (a) all requirements for TxDOT has issued a Certificate of Substantial Completion have been satisfiedfor all Locations; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of the DepartmentTxDOT; (c) the Concessionaire shall have delivered correct and TxDOT has received a complete copies of all as-built drawings set of the Project to Record Drawings in form and content required by the DepartmentTechnical Provisions; (d) all Utility Adjustment Work and other work that the Concessionaire DB Contractor is obligated to perform for or on behalf of third parties with respect to the Project has been accepted by such third parties (other than disputed items); (e) the Concessionaire parties, and DB Contractor has paid for all work by third parties that the Concessionaire DB Contractor is obligated to pay (for, other than disputed amounts)amounts and amounts which have not been submitted to DB Contractor for payment by Utility Owners; (e) all personnel, supplies, equipment, waste materials, rubbish and temporary facilities of each DB Contractor-Related Entity shall have been removed from the applicable portion of the Project ROW, DB Contractor shall restore and repair all damage or injury arising from such removal to the satisfaction of TxDOT, and the Site shall be in good working order and condition; (f) DB Contractor shall have delivered to TxDOT a certification representing that there are no outstanding claims of DB Contractor or claims, Liens or stop notices of any Subcontractor, Supplier, laborer, Utility Owner or other Persons with respect to the Concessionaire has delivered Work, other than any previously submitted unresolved claims of DB Contractor and any claims, Liens or stop notices of a Subcontractor, Supplier, laborer, Utility Owner or other Persons being contested by DB Contractor (in which event the certification shall include a list of all required certifications from the engineer of record and architect of record for the Project such matters with such detail as is requested by TxDOT and, with respect to all necessary Governmental Authorities claims, Liens or stop notices of a Subcontractor, Supplier, laborer, Utility Owner and other Person, shall include a representation by DB Contractor that it is diligently and in good faith contesting such matters by appropriate legal proceedings which shall operate to prevent the Departmentenforcement or collection of the same). For purposes of such certificate, the term “claim” shall include all matters or facts which may give rise to a claim; (g) the Concessionaire DB Contractor has made paid in full all deliveries of Work Product to the Department liquidated damages that are required owing to TxDOT pursuant to this DBC and are not in Dispute, and has provided to TxDOT reasonable security for the full amount of liquidated damages that may then be made under this Agreementthe subject of an unresolved Dispute; and (h) the conditions set forth in Section 6.7.1 there exists no uncured DB Contractor Defaults. 20.3.3 DB Contractor shall provide TxDOT with written notification when DB Contractor determines it has achieved Final Acceptance of the Design-Build Contract have been satisfied, with the exception of the condition requiring that Final Acceptance has occurred under this AgreementProject. During the 21 15-day period following delivery receipt of such noticenotification, the Concessionaire DB Contractor and the Department TxDOT shall meet, meet and confer and exchange information on a regular cooperative basis with the goal being the Department’s orderly, timely inspection of the Project and final acceptance by the Department in writing (such written acceptance the “Final Acceptance Certificate”), TxDOT's and the Department orderly, 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the final drawings Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been for the Project are satisfied. The Department shall submit to the Concessionaire a report of its findings and recommendations prior to the . 20.3.5 Within five days after expiration of such 21-day period. (iii) Within five days following the expiration of such 2115-day period, the Department TxDOT shall either: (a) issue a Certificate of Final Acceptance Certificate for the Project or shall (b) notify the Concessionaire DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved; provided, that if . If TxDOT and DB Contractor cannot agree as to the Department has failed to issue a date of Final Acceptance Certificate or to notify the Concessionaire why Final Acceptance had not been achieved within 21 days after the expiration of the 21 day period described in Section 7.14(b)(ii)Project, a Final Acceptance Certificate such Dispute shall be deemed resolved according to be issuedthe dispute resolution procedures set forth in this DBC.

Final Acceptance. (ia) Within 90 days following The Concessionaire will achieve Final Acceptance on or before the issuance of the Certificate of Substantial Completion, the Concessionaire shall perform all remaining Work, including completion of all Punch List items Scheduled Final Acceptance Date for the Projectapplicable Project Asset, subject to adjustment in accordance with this Agreement and subject to the assessment of liquidated damages pursuant to Section 8.10(b). (iib) The Concessionaire shall will provide the Department with written notification when it has determined that the following conditions to Final Acceptance for the applicable Project Asset have been satisfied: : (ai) all requirements for Substantial Completion has occurred; (ii) the components of the ETTM System have been satisfied; passed the Integration Acceptance Test; (biii) other than the Permitted Encumbrances (not including clause (c) of the definition thereof), the Project is free and clear of all Liens, claims, security interests or encumbrances arising out of or in connection with the performance of the Work during the Construction Period; (iv) all Punch List items will have been completed and delivered to the reasonable satisfaction of the Department; ; (cv) all Project Documentation, including as-built drawings, will have been delivered to the Department; (vi) the Concessionaire shall will have delivered correct and complete copies of all as-built drawings of the Project to the Department; (d) all work that the Concessionaire is obligated to perform for or on behalf of third parties has been accepted by such third parties (other than disputed items); (e) the Concessionaire has paid for all work Design-Build Work and other Work required to achieve Final Acceptance by third parties that the Concessionaire is obligated to pay (other than disputed amountsamounts and amounts that are not yet due and payable); ; (fvii) the Concessionaire has will have delivered all required certifications from the engineer of record and architect of record for the Project to all necessary Governmental Authorities and to the Department; and (gviii) the Concessionaire has will have made all deliveries of Work Product to the Department that are required to be made under pursuant to this Agreement; and . (hc) the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, with the exception of the condition requiring that Final Acceptance has occurred under this Agreement. During the 21 day 21-Day period following delivery of such noticethe Concessionaire’s written notification, the Concessionaire and the Department shall will meet, confer and exchange information with the goal being the Department’s orderly, timely inspection of the applicable Project Asset and final acceptance by the Department in writing (such written acceptance the “Department’s issuance of a Final Acceptance Certificate”), and the Department shall will conduct an inspection of the Punch List items, a review of the final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been satisfied. The Department shall submit to the Concessionaire a report of its findings and recommendations prior to the expiration of . (d) Within such 21-day period. (iii) Within five days following the expiration of such 21-day Day period, the Department shall will issue a Final Acceptance Certificate or shall will notify the Concessionaire why Final Acceptance has not been achieved; provided, that if the Department has failed to issue a Final Acceptance Certificate or to notify the Concessionaire why Final Acceptance had not been achieved within 21 days Days after the expiration of the 21 day 21-Day period described in Section 7.14(b)(ii8.09(c) (or, in the case of any re-submittal in response to the Department’s comments, within ten Days after such resubmittal), a Final Acceptance Certificate shall will be deemed to be issued. Deemed issuance will not, however, excuse the Concessionaire from satisfying all the conditions set forth in Section 8.09(b).

Final Acceptance. Within ten (i10) Within 90 working days of Contractor’s notification that the project is complete the Owner or Owner’s representative shall inspect the job and, if necessary, provide a punch list of items requiring corrective action to conform to the plans and specifications. Completion of all corrective action on the punch list to Owner’s satisfaction, and final payment of retention to Contractor will constitute final acceptance of the project. The Contractor shall provide to the Owner or Owner’s representative all “As-Built” information as described in the specifications prior to final acceptance. This Agreement entered as of the day and year first written above. By: By: Its: Its: Dated: Dated: This Addendum (the “Addendum”) is an addendum to the Agreement for University Park Country Club (the “Agreement”) between University Park Recreation District (the “District”) and ▇▇▇▇▇▇▇ Irrigation, Inc. (the “Contractor”). The provisions of this Addendum shall prevail over any conflicting terms contained in the Agreement. The following modifications shall be made to the agreement: 1. The parties to the agreement are Contractor and the District. As such, “Owner” shall be revised to refer to the “District.” 2. Article 3 – Payments, shall be modified to reflect that payment of invoices shall be made in accordance with Florida’s Prompt Payment Act. Further, the last paragraph of Article 3 shall be amended and replaced to read as follows: “In the event a lien is filed or claimed against the work by any subcontractor, sub- subcontractor, laborer or supplier of materials for any reason, the Contractor agrees to immediately cause such lien to be discharged. If Contractor fails to discharge a claim, District may retain amounts in addition to retainage sufficient to pay such claim until the claim is resolved.” 3. Article 4 – Date of Commencement and Substantial Completion shall be modified to reflect that any delay by the Contractor shall be approved in writing by the District. The first paragraph of Article 4 shall be amended and replaced to read as follows: “The Contractor shall commence the project starting May 6, 2024, upon issuance of a written Work Order Authorization (“WOA”) from the Manager. The District reserves the right to perform the services contemplated in the Agreement in agreed upon phases. In the event the District exercises such right, it will provide the Contractor with an amended Schedule of Work and seek approval of the same by the Contractor. If the Contractor is not in agreement with the amendment, the Agreement shall terminate, and the parties shall remain obligated to the other only for any performance required prior to the termination. The parties shall thereafter be released of all further obligations in any way related to this Agreement. Final completion shall be November 9, 2024, or three months after the issuance of the Certificate of Substantial CompletionWOA, the Concessionaire shall perform all remaining Work, including completion of all Punch List items for the Projectwhichever is later.” (ii) The Concessionaire shall provide the Department with written notification when it has determined that the following conditions to Final Acceptance have been satisfied: (a) all requirements for Substantial Completion have been satisfied; (b) all Punch List items have been completed and delivered to the reasonable satisfaction of the Department; (c) the Concessionaire shall have delivered correct and complete copies of all as-built drawings of the Project to the Department; (d) all work that the Concessionaire is obligated to perform for or on behalf of third parties has been accepted by such third parties (other than disputed items); (e) the Concessionaire has paid for all work by third parties that the Concessionaire is obligated to pay (other than disputed amounts); (f) the Concessionaire has delivered all required certifications from the engineer of record and architect of record for the Project to all necessary Governmental Authorities and to the Department; (g) the Concessionaire has made all deliveries of Work Product to the Department that are required to be made under this Agreement; and (h) the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, with the exception of the condition requiring that Final Acceptance has occurred under this Agreement4. During the 21 day period following delivery of such notice, the Concessionaire and the Department shall meet, confer and exchange information with the goal being the Department’s orderly, timely inspection of the Project and final acceptance by the Department in writing (such written acceptance the “Final Acceptance Certificate”), and the Department shall conduct an inspection of the Punch List items, a review of the final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been satisfied. The Department shall submit to the Concessionaire a report of its findings and recommendations prior to the expiration of such 21-day period. (iii) Within five days following the expiration of such 21-day period, the Department shall issue a Final Acceptance Certificate or shall notify the Concessionaire why Final Acceptance has not been achieved; provided, that if the Department has failed to issue a Final Acceptance Certificate or to notify the Concessionaire why Final Acceptance had not been achieved within 21 days after the expiration of the 21 day period described in Section 7.14(b)(ii), a Final Acceptance Certificate Article 6 – Article 6 shall be deemed amended and replaced to be issued.read follows:

Final Acceptance. (i) Within 90 days following the issuance of the Certificate of 20.3.1 Promptly after achieving Substantial Completion, the Concessionaire DB Contractor shall perform all remaining Work, including completion of all Punch List items items, all landscaping other than vegetative ground cover, and aesthetic features other than noise/sound walls. DB Contractor shall prepare and adhere to a timetable for planting and establishing the vegetative ground cover landscaping for the Project, taking into account weather conditions necessary for successful planting and growth, which timetable shall in any event provide for vegetative ground cover landscaping to be planted and established by 12 months after Substantial Completion. (ii) The Concessionaire shall provide 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Department with written notification when it has determined that Project at such time as all of the following conditions to Final Acceptance have been satisfied: (a) all requirements for TxDOT has issued a Certificate of Substantial Completion have been satisfiedCompletion; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of the DepartmentTxDOT; (c) the Concessionaire shall have delivered correct and TxDOT has received a complete copies of all as-built drawings set of the Project to Record Drawings in form and content required by the DepartmentTechnical Provisions; (d) all Utility Adjustment Work and other work that the Concessionaire DB Contractor is obligated to perform for or on behalf of third parties with respect to the Project has been accepted by such third parties (other than disputed items); (e) the Concessionaire parties, and DB Contractor has paid for all work by third parties that the Concessionaire DB Contractor is obligated to pay (for, other than disputed amounts)amounts and amounts which have not been submitted to DB Contractor for payment by Utility Owners; (e) all personnel, supplies, equipment, waste materials, rubbish and temporary facilities of each DB Contractor- Related Entity shall have been removed from the applicable portion of the Project ROW, DB Contractor shall restore and repair all damage or injury arising from such removal to the satisfaction of TxDOT, and the Site shall be in good working order and condition; (f) DB Contractor shall have delivered to TxDOT a certification representing that there are no outstanding claims of DB Contractor or claims, Liens or stop notices of any Subcontractor, Supplier, laborer, Utility Owner or other Persons with respect to the Concessionaire has delivered Work, other than any previously submitted unresolved claims of DB Contractor and any claims, Liens or stop notices of a Subcontractor, Supplier, laborer, Utility Owner or other Persons being contested by DB Contractor (in which event the certification shall include a list of all required certifications from the engineer of record and architect of record for the Project such matters with such detail as is requested by TxDOT and, with respect to all necessary Governmental Authorities claims, Liens or stop notices of a Subcontractor, Supplier, laborer, Utility Owner and other Person, shall include a representation by DB Contractor that it is diligently and in good faith contesting such matters by appropriate legal proceedings which shall operate to prevent the Departmentenforcement or collection of the same). For purposes of such certificate, the term “claim” shall include all matters or facts which may give rise to a claim; (g) the Concessionaire DB Contractor has made paid in full all deliveries of Work Product to the Department Liquidated Damages and Lane Rental Fees that are required owing to TxDOT pursuant to this DBA and are not in Dispute, and has provided to TxDOT reasonable security for the full amount of Liquidated Damages or Lane Rental Fees that may then be made under this Agreementthe subject of an unresolved Dispute; and (h) the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, there exists no uncured DB Contractor Defaults. 20.3.3 DB Contractor shall provide TxDOT with the exception of the condition requiring that written notification when DB Contractor determines it has achieved Final Acceptance has occurred under this AgreementAcceptance. During the 21 15-day period following delivery receipt of such noticenotification, the Concessionaire DB Contractor and the Department TxDOT shall meet, meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the Department’s orderly, timely inspection and review of the Project and final acceptance by the Department in writing (such written acceptance the “Final Acceptance Certificate”)Record Drawings, and the Department TxDOT’s issuance of a Certificate of Final Acceptance. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the final drawings Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been are satisfied. The Department Authority shall submit be permitted to participate in all Project inspections, document reviews, and investigations in connection with the Concessionaire a report determination of its findings and recommendations prior whether the conditions to the Final Acceptance are satisfied. 20.3.5 Within five days after expiration of such 21-day period. (iii) Within five days following the expiration of such 2115-day period, the Department TxDOT shall either: (a) issue a Certificate of Final Acceptance Certificate or shall (b) notify the Concessionaire DB Contractor in writing setting forth, as applicable, why Final Acceptance has not been achieved; provided. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance, that if such Dispute shall be resolved according to the Department has failed to issue a dispute resolution procedures set forth in this DBA. 20.3.6 TxDOT will deem Final Acceptance of the Project to be achieved upon TxDOT’s issuance of a Certificate or to notify the Concessionaire why of Final Acceptance had not been achieved within 21 days after for the expiration of the 21 day period described in Section 7.14(b)(ii), a Final Acceptance Certificate shall be deemed to be issuedProject.

Final Acceptance. (ia) Within 90 days following The Concessionaire will achieve Final Acceptance on or before the issuance of the Certificate of Substantial Completion, the Concessionaire shall perform all remaining Work, including completion of all Punch List items Scheduled Final Acceptance Date for the Projectapplicable Project Asset, subject to adjustment in accordance with this Agreement and subject to the assessment of liquidated damages pursuant to Section 8.10(b). (iib) The Concessionaire shall will provide the Department with written notification when it has determined that the following conditions to Final Acceptance for the applicable Project Asset have been satisfied: : (ai) all requirements for Substantial Completion has occurred; (ii) the components of the ETTM System have been satisfied; passed the Integration Acceptance Test; (biii) other than the Permitted Encumbrances (not including clause (c) of the definition thereof), the Project is free and clear of all Liens, claims, security interests or encumbrances arising out of or in connection with the performance of the Work during the Construction Period; (iv) all Punch List items will have been completed and delivered to the reasonable satisfaction of the Department; ; (cv) all Project Documentation, including as-built drawings, will have been delivered to the Department; (vi) the Concessionaire shall will have delivered correct and complete copies of all as-built drawings of the Project to the Department; (d) all work that the Concessionaire is obligated to perform for or on behalf of third parties has been accepted by such third parties (other than disputed items); (e) the Concessionaire has paid for all work Design-Build Work and other Work required to achieve Final Acceptance by third parties that the Concessionaire is obligated to pay (other than disputed amountsamounts and amounts that are not yet due and payable); ; (fvii) the Concessionaire has will have delivered all required certifications from the engineer of record and architect of record for the Project to all necessary Governmental Authorities and to the Department; and (gviii) the Concessionaire has will have made all deliveries of Work Product to the Department that are required to be made under pursuant to this Agreement; and . (hc) the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, with the exception of the condition requiring that Final Acceptance has occurred under this Agreement. During the 21 day 21-Day period following delivery of such noticethe Concessionaire’s written notification, the Concessionaire and the Department shall will meet, confer and exchange information with the goal being the Department’s orderly, timely inspection of the applicable Project Asset and final acceptance by the Department in writing (such written acceptance the “Department’s issuance of a Final Acceptance Certificate”), and the Department shall will conduct an inspection of the Punch List items, a review of the final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been satisfied. The Department shall submit to the Concessionaire a report of its findings and recommendations prior to the expiration of . (d) Within such 21-day period. (iii) Within five days following the expiration of such 21-day Day period, the Department shall will issue a Final Acceptance Certificate or shall will notify the Concessionaire why Final Acceptance has not been achieved; EXECUTION VERSION – DECEMBER 5, 2011 provided, that if the Department has failed to issue a Final Acceptance Certificate or to notify the Concessionaire why Final Acceptance had not been achieved within 21 days Days after the expiration of the 21 day 21-Day period described in Section 7.14(b)(ii8.09(c) (or, in the case of any re-submittal in response to the Department’s comments, within ten Days after such resubmittal), a Final Acceptance Certificate shall will be deemed to be issued. Deemed issuance will not, however, excuse the Concessionaire from satisfying all the conditions set forth in Section 8.09(b).

Final Acceptance. The remaining ** ******* of the allocation of Purchase Price related to Products and Licensed Materials shall become billable when all items are eliminated from the Punchlist. Notwithstanding the foregoing, with respect to the Orders for the Initial Phases which include point-to-multipoint radio technology (such Orders being subject to System ATP), in the event Customer takes any action (excluding any good faith disputes with Seller regarding such Order or its Related Punchlist) which results in a delay in the creation of such Punchlist for more than thirty (30) days after the completion of such System ATP, 100 percent of such Orders shall become immediately billable. Notwithstanding Sections 6.9(a) - (c) above, the allocation of Purchase Price related to (i) Within 90 days following the issuance of the Certificate of Substantial Completion, the Concessionaire shall perform all remaining Work, including completion of all Punch List items for the Project. Services described on Exhibit E to be performed under any Order or (ii) The Concessionaire Services to be performed under any Order which is not subject to Acceptance Test Procedures, shall provide the Department with written notification when it has determined that become billable upon completion of such Services. All other Services to be performed under an Order shall become billable upon Final Acceptance of such Order. Customer shall pay all amounts due Seller hereunder using Electronic Funds Transfer ("EFT"). EFT payments by Customer shall be made to the following conditions account of Seller or such other account as is subsequently designated by Seller in writing and, concurrent with the EFT payment, Customer shall fax a copy of the remittal to Final Acceptance have been satisfiedSeller's Manager of Cash Operations at ▇▇▇-▇▇▇-▇▇▇▇. *This confidential portion has ben omitted and filed separately with the Commission. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Account Name: Lucent Technologies Inc. ***** *********** *** ********* Customer agrees to review all invoices furnished by Seller hereunder upon receipt and to use good faith efforts to notify Seller of any billing discrepancies within fifteen (a15) all requirements for Substantial Completion have been satisfied; (b) all Punch List items have been completed and delivered days of receipt of the applicable invoice. Notice of such discrepancies may be directed to Seller in writing or by telephone to the reasonable satisfaction telephone number or, if in writing, to the address identified on the invoice. Customer shall not be required to pay Seller on such disputed invoice items in net 30 days as required by the first paragraph of this Section 6.9. Irrespective of any failure to provide notice of any billing discrepancies within the fifteen days provided for in this Section 6.9, Customer shall maintain its right to seek resolution of billing discrepancies after payment and lack of notice shall not be deemed a waiver of any rights. If Customer fails to pay any undisputed invoiced amount when due, the invoiced amount will be subject to a late payment charge at the rate of *** *** *** **** ****** *****per month, or portion thereof, of the Department; amount due (c) the Concessionaire shall have delivered correct and complete copies of all as-built drawings of the Project but limited to the Department; (dmaximum lawful rate) all work that provided, however, that, if the Concessionaire is obligated to perform for or on behalf of third parties has been accepted by such third parties (other than disputed items); (e) the Concessionaire has paid for all work by third parties that the Concessionaire is obligated to pay (other than disputed amounts); (f) the Concessionaire has delivered all required certifications from the engineer of record and architect of record for the Project to all necessary Governmental Authorities and to the Department; (g) the Concessionaire has made all deliveries of Work Product to the Department that are required to be made under this Agreement; and (h) the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, with the exception of the condition requiring that Final Acceptance has occurred under this Agreement. During the 21 day period following delivery of such notice, the Concessionaire and the Department shall meet, confer and exchange information with the goal being the Department’s orderly, timely inspection of the Project and final acceptance by the Department in writing (such written acceptance the “Final Acceptance Certificate”), and the Department shall conduct an inspection of the Punch List items, a review of the final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been satisfied. The Department shall submit to the Concessionaire a report of its findings and recommendations prior to the expiration of such 21-day period. (iii) Within five days following the expiration of such 21-day period, the Department shall issue a Final Acceptance Certificate or shall notify the Concessionaire why Final Acceptance Short Term Note has not been achieved; providedpaid or Seller has not syndicated or transferred its obligations under the credit agreement providing the financing between Seller and Customer, that such failure to make payment is not the result of Seller failing to extend credit under such the Short Term Note or credit agreement in breach of Seller's obligations thereunder if all the Department has failed conditions for Customer to issue borrow thereunder have been fulfilled with respect to a Final Acceptance Certificate borrowing under the Short Term Note or to notify the Concessionaire why Final Acceptance had not been achieved within 21 days after the expiration of the 21 day period described in Section 7.14(b)(ii), a Final Acceptance Certificate shall be deemed to be issuedcredit agreement.

Final Acceptance. (i) Within 90 days following the issuance of the Certificate of 20.3.1 Promptly after achieving Substantial Completion, the Concessionaire DB Contractor shall perform all remaining Work, including completion of all Punch List items items, all landscaping other than vegetative ground cover, and aesthetic features other than noise/sound walls. DB Contractor shall prepare and adhere to a timetable for planting and establishing the vegetative ground cover landscaping for the Project, taking into account weather conditions necessary for successful planting and growth, which timetable shall in any event provide for vegetative ground cover landscaping to be planted and established by 12 months after Substantial Completion. (ii) The Concessionaire shall provide 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Department with written notification when it has determined that Project at such time as all of the following conditions to Final Acceptance have been satisfied: (a) all requirements for TxDOT has issued a Certificate of Substantial Completion have been satisfiedCompletion; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of the DepartmentTxDOT; (c) the Concessionaire shall have delivered correct and TxDOT has received a complete copies of all as-built drawings set of the Project to Record Drawings in form and content required by the DepartmentTechnical Provisions; (d) all Utility Adjustment Work and other work that the Concessionaire DB Contractor is obligated to perform for or on behalf of third parties with respect to the Project has been accepted by such third parties (other than disputed items); (e) the Concessionaire parties, and DB Contractor has paid for all work by third parties that the Concessionaire DB Contractor is obligated to pay (for, other than disputed amounts)amounts and amounts which have not been submitted to DB Contractor for payment by Utility Owners; (fe) the Concessionaire all personnel, 20.3.3 DB Contractor shall provide TxDOT with written notification when DB Contractor determines it has delivered all required certifications from the engineer of record and architect of record for the Project to all necessary Governmental Authorities and to the Department; (g) the Concessionaire has made all deliveries of Work Product to the Department that are required to be made under this Agreement; and (h) the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, with the exception of the condition requiring that achieved Final Acceptance has occurred under this AgreementAcceptance. During the 21 15-day period following delivery receipt of such noticenotification, the Concessionaire DB Contractor and the Department TxDOT shall meet, meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the Department’s orderly, timely inspection and review of the Project and final acceptance by the Department in writing (such written acceptance the “Final Acceptance Certificate”)Record Drawings, and the Department TxDOT’s issuance of a Certificate of Final Acceptance. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the final drawings Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance have been are satisfied. The Department Authority shall submit be permitted to participate in all Project inspections, document reviews, and investigations in connection with the Concessionaire a report determination of its findings and recommendations prior whether the conditions to the Final Acceptance are satisfied. 20.3.5 Within five days after expiration of such 21-day period. (iii) Within five days following the expiration of such 2115-day period, the Department TxDOT shall either: (a) issue a Certificate of Final Acceptance Certificate or shall (b) notify the Concessionaire DB Contractor in writing setting forth, as applicable, why Final Acceptance has not been achieved; provided. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance, that if such Dispute shall be resolved according to the Department has failed to issue a dispute resolution procedures set forth in this DBA. 20.3.6 TxDOT will deem Final Acceptance of the Project to be achieved upon ▇▇▇▇▇’s issuance of a Certificate or to notify the Concessionaire why of Final Acceptance had not been achieved within 21 days after for the expiration of the 21 day period described in Section 7.14(b)(ii), a Final Acceptance Certificate shall be deemed to be issuedProject.