Common use of Concessionaire Obligation to Manage and Operate Clause in Contracts

Concessionaire Obligation to Manage and Operate. (a) The Concessionaire shall, from and after the first to occur of the Service Commencement Date and the Final Acceptance Date through the expiration or earlier termination of the Term, cause the HOT Lanes to be managed, maintained and operated in accordance with all applicable Law, all Regulatory Approvals, and the terms, conditions and standards set forth in this Agreement, including the operations and maintenance requirements set forth in the Technical Requirements, attached as Exhibit N. For the avoidance of doubt, the obligations of the Concessionaire under this Section 8.03 or with respect to Major Maintenance shall not include any obligation to maintain, repair or renew the Springfield Interchange Phase VIII, which shall be the responsibility of the Department or, to the extent provided in the Design-Build Contract, the Design Build Contractor. Without limiting the foregoing, the Concessionaire agrees to be responsible for the following, at its sole cost and expense: (i) the management and control of traffic on the HOT Lanes, including but not limited to, incident response services and temporary partial or full closures of the HOT Lanes; (ii) the maintenance and repair of the HOT Lanes Project and all systems and components thereof, including the ETTM System, which the Concessionaire may upgrade, modify, change and replace, as applicable, in accordance with this Agreement and the operations and maintenance requirements set forth in Exhibit N; (iii) the operation of the HOT Lanes Project, the ETTM Facilities and the ETTM System and otherwise carrying out the collection and enforcement of tolls and other incidental charges respecting the HOT Lanes; (iv) the maintenance, compliance with and renewal of Regulatory Approvals necessary and incidental to the foregoing activities; (v) traffic management, and maintenance and repair responsibilities under Section 8.03(a) above in accordance with Exhibit N; and (vi) carrying out activities in accordance with a TMP to be developed by the Concessionaire in coordination with the Department in accordance with Section 12.02(a).

Concessionaire Obligation to Manage and Operate. (a) The Concessionaire shall, from and after the first to occur of the applicable Service Commencement Date and the Final Acceptance Date or the NEXT Final Completion Date, as applicable, through the expiration or earlier termination of the Term, cause the HOT Lanes to be managed, maintained and operated in accordance with all applicable Law, all Regulatory Approvals, and the terms, conditions and standards set forth in this Agreement, including the operations and maintenance requirements set forth in the Technical Requirements, attached as Exhibit N. N-3. For the avoidance of doubt, the obligations of the Concessionaire under this Section 8.03 or with respect to Major Maintenance shall not include any obligation to maintain, repair or renew the Springfield Interchange Phase VIIIVIII or the NEXT Department Assets, which shall be the responsibility of the Department or, to the extent provided in the Design-Build Contract, the Design Design-Build Contractor. Without limiting the foregoing, the Concessionaire agrees to be responsible for the following, at its sole cost and expense: (i) the management and control of traffic on the HOT Lanes, including but not limited to, incident response services and temporary partial or full closures of the HOT Lanes; (ii) the maintenance and repair of the HOT Lanes Project and all systems and components thereof, including the ETTM System, which the Concessionaire may upgrade, modify, change and replace, as applicable, in accordance with this Agreement and the operations and maintenance requirements set forth in Exhibit NN-3; (iii) the operation of the HOT Lanes Project, the ETTM Facilities and the ETTM System and otherwise carrying out the collection and enforcement of tolls and other incidental charges respecting the HOT Lanes; (iv) the maintenance, compliance with and renewal of Regulatory Approvals necessary and incidental to the foregoing activities; (v) traffic management, and maintenance and repair responsibilities under Section 8.03(a) above in accordance with Exhibit NN-3; and (vi) carrying out activities in accordance with a TMP to be developed by the Concessionaire in coordination with the Department in accordance with Section 12.02(a).

Concessionaire Obligation to Manage and Operate. (a) The Concessionaire shall, from At all times following the Tolling and after the first to occur O&M Work Commencement Date for each of the Service Commencement Date Project Assets, the Concessionaire, at its sole cost and the Final Acceptance Date through the expiration or earlier termination of the Termexpense (except as otherwise provided herein), will cause the HOT Lanes applicable Project Asset to be managed, maintained maintained, and operated within the O&M Boundaries in accordance with all applicable Law, all Regulatory Governmental Approvals, and the terms, conditions and standards set forth in this Agreement, including the operations and maintenance requirements set forth in the Technical Requirements, attached as Exhibit N. For the avoidance of doubt, the obligations of the Concessionaire under this Section 8.03 or and in accordance with respect to Major Maintenance shall not include any obligation to maintain, repair or renew the Springfield Interchange Phase VIII, which shall be the responsibility of the Department or, to the extent provided in the Design-Build Contract, the Design Build ContractorGood Industry Practice. Without limiting the foregoing, the Concessionaire agrees to be responsible for the following, at its sole cost and expenseexpense at all times following the Tolling and O&M Work Commencement Date for each of the Project Assets: (ia) the management and control of traffic on the HOT LanesProject Asset, including including, but not limited to, incident response services and temporary partial or full closures of the HOT LanesProject Asset, subject to the Department’s rights to assume control as expressly provided in this Agreement; (iib) the maintenance and repair of the HOT Lanes Project Asset and all systems and components thereof, including the ETTM System, which the Concessionaire may upgrade, modify, change and replace, as applicable, in accordance with this Agreement and the operations and maintenance requirements set forth in Exhibit Nthe Technical Requirements; (iiic) the operation of the HOT Lanes Project, the ETTM Facilities Project Asset and the ETTM System System, and otherwise carrying out the collection and enforcement of tolls and other incidental charges in accordance with Article 5 respecting the HOT LanesProject Asset; (ivd) the maintenance, compliance with and renewal of Regulatory Governmental Approvals necessary and incidental to the foregoing activities; (ve) traffic management, and maintenance and repair responsibilities under Section 8.03(a9.04(a) above in accordance with Exhibit Nthe Technical Requirements; and (vif) carrying out activities except as otherwise specifically provided herein and including the right of the Concessionaire to close a Project Asset to traffic in accordance connection with a TMP Permitted Closure, causing the Project to be developed continuously open and operational for use by all members of the Concessionaire in coordination with the Department in accordance with Section 12.02(a)public 24 hours a day, 365 days a year.

Concessionaire Obligation to Manage and Operate. (a) The Concessionaire shall, from At all times following the Tolling and after the first to occur O&M Work Commencement Date for each of the Service Commencement Date Project Assets, the Concessionaire, at its sole cost and the Final Acceptance Date through the expiration or earlier termination of the Termexpense (except as otherwise provided herein), will cause the HOT Lanes applicable Project Asset to be managed, maintained maintained, and operated within the O&M Boundaries in accordance with all applicable Law, all Regulatory Governmental Approvals, and the terms, conditions and standards set forth in this Agreement, including the operations and maintenance requirements set forth in the Technical Requirements, attached as Exhibit N. For the avoidance of doubt, the obligations of the Concessionaire under this Section 8.03 or and in accordance with respect to Major Maintenance shall not include any obligation to maintain, repair or renew the Springfield Interchange Phase VIII, which shall be the responsibility of the Department or, to the extent provided in the Design-Build Contract, the Design Build ContractorGood Industry Practice. Without limiting the foregoing, the Concessionaire agrees to be responsible for the following, at its sole cost and expenseexpense at all times following the Tolling and O&M Work Commencement Date for each of the Project Assets: (ia) the management and control of traffic on the HOT LanesProject Asset, including including, but not limited to, incident response services and temporary partial or full closures of the HOT LanesProject Asset, subject to the Department’s rights to assume control as expressly provided in this Agreement; (iib) the maintenance and repair of the HOT Lanes Project Asset and all systems and components thereof, including the ETTM System, which the Concessionaire may upgrade, modify, change and replace, as applicable, in accordance with this Agreement and the operations and maintenance requirements set forth in Exhibit Nthe Technical Requirements; (iiic) the operation of the HOT Lanes Project, the ETTM Facilities Project Asset and the ETTM System System, and otherwise carrying out the collection and enforcement of tolls and other incidental charges in accordance with Article 5 respecting the HOT LanesProject Asset; (ivd) the maintenance, compliance with and renewal of Regulatory Governmental Approvals necessary and incidental to the foregoing activities; (ve) traffic management, and maintenance and repair responsibilities under Section 8.03(a9.04(a) above in accordance with Exhibit Nthe Technical Requirements; andand EXECUTION VERSION – DECEMBER 5, 2011 (vif) carrying out activities except as otherwise specifically provided herein and including the right of the Concessionaire to close a Project Asset to traffic in accordance connection with a TMP Permitted Closure, causing the Project to be developed continuously open and operational for use by all members of the Concessionaire in coordination with the Department in accordance with Section 12.02(a)public 24 hours a day, 365 days a year.

Concessionaire Obligation to Manage and Operate. (a) The Concessionaire shall, from and after At all times following the first to occur of the respective Service Commencement Date Date, the Concessionaire, at its sole cost and the Final Acceptance Date through the expiration or earlier termination of the Termexpense (except as otherwise provided in this Agreement), will cause the HOT Lanes Project to be managed, maintained and operated in accordance with all applicable Law, all Regulatory 91 DMEAST #27287336 v26 Governmental Approvals, and the terms, conditions and standards set forth in this Agreement, including the operations and maintenance requirements set forth in the Technical Requirements, attached as Exhibit N. For the avoidance of doubt, the obligations of the Concessionaire under this Section 8.03 or and in accordance with respect to Major Maintenance shall not include any obligation to maintain, repair or renew the Springfield Interchange Phase VIII, which shall be the responsibility of the Department or, to the extent provided in the Design-Build Contract, the Design Build ContractorGood Industry Practice. Without limiting the foregoing, the Concessionaire agrees to be responsible for the following, at its sole cost and expenseexpense at all times following the respective Service Commencement Date for the Project: (i) the management and control of traffic on the HOT LanesProject Assets, including including, but not limited to, incident response services and temporary partial or full closures of the HOT LanesProject Assets, subject to the Department’s rights to assume control as expressly provided in this Agreement; (ii) the maintenance and repair of the HOT Lanes Project Assets and all systems and components thereof, including the ETTM System, which the Concessionaire may upgrade, modify, change and replace, as applicable, in accordance with this Agreement and the operations and maintenance requirements set forth in Exhibit Nthe Technical Requirements; (iii) the operation of the HOT Lanes Project, the ETTM Facilities Project Assets and the ETTM System System, and otherwise carrying out the collection and enforcement of tolls and other incidental charges in accordance with Article 5 respecting the HOT LanesProject Assets; (iv) the maintenance, compliance with and renewal of Regulatory Governmental Approvals necessary and incidental to the foregoing activities; (v) traffic management, and maintenance and repair responsibilities under Section 8.03(a9.04(a) above in accordance with Exhibit Nthe Technical Requirements; and (vi) carrying out activities except as otherwise specifically provided in this Agreement (including the right of the Concessionaire to close all or a portion of the HOT Lanes in accordance with a TMP the provisions hereof), at all times during the Term, causing the Project Assets to be developed continuously open and operational for use by all members of the public travelling in Permitted Vehicles 24 hours a day, 365 Days a year. (b) Snow and Ice Removal. (i) Prior to the applicable Service Commencement Date, the Department will, at its own cost, remove snow and ice from the HOV Lanes that are open to traffic. (ii) Subject to Section 9.03(b)(iv), the Department will provide snow and ice removal services on the HOT Lanes at a comparable level of service to that it provides on the GP Lanes. The Concessionaire will provide access to the HOT Lanes to the Department or its contractors to provide snow and ice removal services. If the Concessionaire in coordination with does not provide access to the HOT Lanes to the Department or its contractors, then the Department will not be required to provide snow and ice removal services on the applicable HOT Lanes during the pendency of such denial of access. (iii) Other than as provided in accordance Section 9.03(b)(iv), the Department will have no liability to the Concessionaire arising out of its snow and ice removal services. If the Department’s contractors for snow and ice removal damage the Project Assets, the Department will provide to the Concessionaire any amounts that the Department has received in respect of such damage from such contractor or its insurer. Subject to Section 9.03(b)(i) and Section 9.03(b)(ii), the Department will have full discretion to establish priorities for its contractors regarding timing and location of services, materials and equipment, without liability to the Concessionaire, other than as provided in clause (iv) below. (iv) The Concessionaire may notify the Department if the Department fails at any time to provide snow and ice removal to the HOT Lanes at a level of service comparable to that it provides on the GP Lanes. Such notice will be given verbally, to be immediately followed up in writing, to the Department’s District Administrator and Assistant District Administrator for Maintenance or its designee (i.e. Duty Officer) for the Northern Virginia District and the Fredericksburg District for the applicable section of the HOT Lanes. If the Department fails to respond affirmatively within two hours of the written notice from the Concessionaire or if the Department does not begin snow and ice removal services within four hours of such written notice, except if the Concessionaire does not provide access to the HOT Lanes to the Department, then the Concessionaire may arrange for other contractors to provide such service and the Department will pay the Concessionaire for such contractors’ reasonable documented cost of snow and ice removal services; provided that such contractors will not in any way hinder the removal of snow and ice from the GP Lanes. (v) The Concessionaire may arrange for a contractor to provide snow and ice removal services to the HOT Lanes, at the Concessionaire’s sole cost and expense, even if the Department is providing such services at a level of service comparable to that it provides on the GP Lanes, with Section 12.02(a)prior written notice to the Department; provided that any such contractor will not in any way hinder the removal of snow and ice from the GP Lanes. Such notice will be given verbally, to be immediately followed up in writing, to the Department’s District Administrator and Assistant District Administrator for Maintenance or its designee (i.e. Duty Officer) for the Northern Virginia District and the Fredericksburg District for the applicable section of the HOT Lanes.