Common use of Final Acceptance Clause in Contracts

Final Acceptance. 20.3.1 Promptly after achieving Substantial Completion of all Locations, DB Contractor shall perform all remaining Work for such Locations, including completion of all Punch List items. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Project at such time as all of the following conditions have been satisfied: (a) TxDOT has issued a Certificate of Substantial Completion for all Locations; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of TxDOT; (c) TxDOT has received a complete set of the Record Drawings in form and content required by the Technical Provisions; (d) all Utility Adjustment Work and other work that 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, and DB Contractor has paid for all work by third parties that DB Contractor is obligated to pay for, other than disputed 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 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages that are 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 the subject of an unresolved Dispute; and (h) 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 Project. During the 15-day period following receipt of such notification, DB Contractor and TxDOT shall meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the orderly, timely inspection and review of the Project and the Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance for the Project. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for the Project are satisfied. 20.3.5 Within five days after expiration of such 15-day period, TxDOT shall either: (a) issue a Certificate of Final Acceptance for the Project or (b) notify DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance of the Project, such Dispute shall be resolved according to the dispute resolution procedures set forth in this DBC.

Final Acceptance. 20.3.1 Promptly after achieving Substantial Completion After (i) all of the Units #1 though #6 have achieved Commercial Operation, (ii) all Locationsretesting under Section 12.3(c) for any Unit, DB Contractor shall perform if applicable, is terminated, (iii) the requirements set forth in Section 12.3(d) have been achieved for all remaining the Units #1 through #6, (iv) all tests required for Plant Commercial Operation have been satisfied, and (v) the Work is complete except for such Locations, including completion of all the Combustion Turbine Evaporative Cooler Test and for Punch List items. 20.3.2 TxDOT will items (provided that the 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 Project at such time as all of the following conditions have been satisfied: (a) TxDOT has issued a Certificate of Substantial Completion for all Locations; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of TxDOT; (c) TxDOT has received a complete set of the Record Drawings in form and content required by the Technical Provisions; (d) all Utility Adjustment Work and other work that DB Contractor is obligated to perform for aforementioned Combustion Turbine Evaporative Cooler Test or on behalf of third parties with respect to the Project has been accepted by such third parties, and DB Contractor has paid for all work by third parties that DB Contractor is obligated to pay for, other than disputed 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 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages that are 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 the subject of an unresolved Dispute; and (h) 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 Project. During the 15-day period following receipt of such notification, DB Contractor and TxDOT shall meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the orderly, timely inspection and review of the Project and the Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance for the Project. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the 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 Record 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 or desirable following the conditions to Final Acceptance for Combustion Turbine Evaporative Cooler Test); unsettled liens; the Project are satisfiedterms of any warranty contained in or required by this Agreement; or any other unsettled claims of Owner. 20.3.5 Within five days after expiration of such 15-day period, TxDOT shall either: (a) issue a Certificate of Final Acceptance for the Project or (b) notify DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance of the Project, such Dispute shall be resolved according to the dispute resolution procedures set forth in this DBC.

Final Acceptance. 20.3.1 Promptly after achieving (i) Within 90 days following the issuance of the Certificate of Substantial Completion of all LocationsCompletion, DB Contractor the Concessionaire shall perform all remaining Work for such LocationsWork, including completion of all Punch List itemsitems for the Project. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for (ii) The Concessionaire shall provide the Project at such time as all of Department with written notification when it has determined that the following conditions to Final Acceptance have been satisfied: (a) TxDOT has issued a Certificate of all requirements for Substantial Completion for all Locationshave been satisfied; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of TxDOTthe Department; (c) TxDOT has received a the Concessionaire shall have delivered correct and complete set copies of all as-built drawings of the Record Drawings in form and content required by Project to the Technical ProvisionsDepartment; (d) all Utility Adjustment Work and other work that DB Contractor the Concessionaire is obligated to perform for or on behalf of third parties with respect to the Project has been accepted by such third parties, and DB Contractor parties (other than disputed items); (e) the Concessionaire has paid for all work by third parties that DB Contractor the Concessionaire is obligated to pay for, (other than disputed 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 conditionamounts); (f) DB Contractor shall have the Concessionaire has delivered all required certifications from the engineer of record and architect of record for the Project 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 all necessary Governmental Authorities and to the 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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 claimDepartment; (g) DB Contractor the Concessionaire has paid in full made all liquidated damages deliveries of Work Product to the Department that are owing required to TxDOT pursuant to be made under 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 the subject of an unresolved DisputeAgreement; and (h) there exists no uncured DB Contractor Defaults. 20.3.3 DB Contractor shall provide TxDOT the conditions set forth in Section 6.7.1 of the Design-Build Contract have been satisfied, with written notification when DB Contractor determines it has achieved the exception of the condition requiring that Final Acceptance of the Projecthas occurred under this Agreement. During the 15-21 day period following receipt delivery of such notificationnotice, DB Contractor the Concessionaire and TxDOT the Department shall meet and meet, 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 Record DrawingsDepartment in writing (such written acceptance the “Final Acceptance Certificate”), and TxDOT’s issuance of a Certificate of Final Acceptance for the Project. 20.3.4 During such 15-day period, TxDOT Department shall conduct an inspection of the Punch List items, a review of the Record Drawings final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for have been satisfied. The Department shall submit to the Project are satisfiedConcessionaire a report of its findings and recommendations prior to the expiration of such 21-day period. 20.3.5 (iii) Within five days after following the expiration of such 1521-day period, TxDOT the Department shall either: (a) issue a Certificate of Final Acceptance for Certificate or shall notify the Project or (b) notify DB Contractor in writing setting forth, as applicable, Concessionaire why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as ; provided, that if the Department has failed to the date of 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 Project21 day period described in Section 7.14(b)(ii), such Dispute a Final Acceptance Certificate shall be resolved according deemed to the dispute resolution procedures set forth in this DBCbe issued.

Final Acceptance. 20.3.1 Promptly after achieving Substantial Completion of all LocationsCompletion, DB Contractor shall perform all remaining Work for such LocationsWork, including completion of all Punch List 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. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Project at such time as all of the following conditions have been satisfied: (a) TxDOT has issued a Certificate of Substantial Completion for all LocationsCompletion; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of TxDOT; (c) TxDOT has received a complete set of the Record Drawings in form and content required by the Technical Provisions; (d) all Utility Adjustment Work and other work that 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, and DB Contractor has paid for all work by third parties that DB Contractor is obligated to pay for, other than disputed 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-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 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages Liquidated Damages and Lane Rental Fees that are owing to TxDOT pursuant to this DBC DBA and are not in Dispute, and has provided to TxDOT reasonable security for the full amount of liquidated damages Liquidated Damages or Lane Rental Fees that may then be the subject of an unresolved Dispute; and (h) 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 ProjectAcceptance. During the 15-day period following receipt of such notification, DB Contractor and TxDOT shall meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the orderly, timely inspection and review of the Project and the Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance for the ProjectAcceptance. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for are satisfied. The Authority shall be permitted to participate in all Project inspections, document reviews, and investigations in connection with the Project determination of whether the conditions to Final Acceptance are satisfied. 20.3.5 Within five days after expiration of such 15-day period, TxDOT shall either: : (a) issue a Certificate of Final Acceptance for the Project or (b) notify DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance of the ProjectAcceptance, such Dispute shall be resolved according to the dispute resolution procedures set forth in this DBCDBA. 20.3.6 TxDOT will deem Final Acceptance of the Project to be achieved upon TxDOT’s issuance of a Certificate of Final Acceptance for the Project.

Final Acceptance. 20.3.1 Promptly after achieving Substantial Completion (a) The Concessionaire 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 all Locations, DB Contractor shall perform all remaining Work for such Locations, including completion of all Punch List itemsliquidated damages pursuant to Section 8.10(b). 20.3.2 TxDOT (b) The Concessionaire will issue a Certificate of provide the Department with written notification when it has determined that the following conditions to Final Acceptance for the applicable Project at such time as all of the following conditions Asset have been satisfied: : (ai) TxDOT has issued a Certificate of Substantial Completion for has occurred; (ii) the 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 Locations; Liens, claims, security interests or encumbrances arising out of or in connection with the performance of the Work during the Construction Period; (biv) all Punch List items shall will have been completed and delivered to the reasonable satisfaction of TxDOT; the Department; (c) TxDOT has received a complete set of the Record Drawings in form and content required by the Technical Provisions; (dv) all Utility Adjustment Project Documentation, including as-built drawings, will have been delivered to the Department; (vi) the Concessionaire will have paid for all Design-Build Work and other work that DB Contractor is obligated Work required to perform for or on behalf of third parties with respect to the Project has been accepted by such third parties, and DB Contractor has paid for all work achieve Final Acceptance by third parties that DB Contractor the Concessionaire is obligated to pay for, (other than disputed amounts and amounts which that are not yet due and payable); (vii) the Concessionaire will have not been submitted to DB Contractor for payment by Utility Owners; (e) delivered all personnel, supplies, equipment, waste materials, rubbish and temporary facilities of each DB Contractor-Related Entity shall have been removed required certifications from the applicable portion engineer of the Project ROW, DB Contractor shall restore record and repair architect of record to all damage or injury arising from such removal necessary Governmental Authorities and to the satisfaction Department; and (viii) the Concessionaire will have made all deliveries 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 Work Product to the 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages Department that are owing required to TxDOT be made 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 the subject of an unresolved Dispute; and (h) there exists no uncured DB Contractor DefaultsAgreement. 20.3.3 DB Contractor shall provide TxDOT with written notification when DB Contractor determines it has achieved Final Acceptance (c) During the 21-Day period following delivery of the Project. During the 15-day period following receipt of such Concessionaire’s written notification, DB Contractor the Concessionaire and TxDOT shall meet and the Department will meet, 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 applicable Project Asset and the Record Drawings, and TxDOTDepartment’s issuance of a Certificate of Final Acceptance for Certificate, and the Project. 20.3.4 During such 15-day period, TxDOT shall Department will conduct an inspection of the Punch List items, a review of the Record Drawings final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for the Project are have been satisfied. 20.3.5 (d) Within five days after expiration of such 1521-day Day period, TxDOT shall either: (a) the Department will issue a Certificate of Final Acceptance for Certificate or will notify the Project or (b) notify DB Contractor in writing setting forth, as applicable, Concessionaire why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor can; provided, that if the Department has failed to issue a Final Acceptance Certificate or to notify the Concessionaire why Final Acceptance had not agree as been achieved within 21 Days after the expiration of the 21-Day period described in Section 8.09(c) (or, in the case of any re-submittal in response to the date of Department’s comments, within ten Days after such resubmittal), a Final Acceptance of Certificate will be deemed to be issued. Deemed issuance will not, however, excuse the Project, such Dispute shall be resolved according to Concessionaire from satisfying all the dispute resolution procedures conditions set forth in this DBCSection 8.09(b).

Final Acceptance. 20.3.1 Promptly after achieving Substantial Completion of all Locations, DB Contractor shall perform all remaining Work for such Locations, including completion of all Punch List items. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Project at such time as all of the following conditions have been satisfied: (a) TxDOT has issued a Certificate of Substantial Completion for all Locations; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of TxDOT; (c) TxDOT has received a complete set of the Record Drawings in form and content required by the Technical Provisions; (d) all Utility Adjustment Work and other work that 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, and DB Contractor has paid for all work by third parties that DB Contractor is obligated to pay for, other than disputed 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 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages that are 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 the subject of an unresolved Dispute; and (h) 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 Project. During the 15-day period following receipt of such notification, DB Contractor and TxDOT shall meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the orderly, timely inspection and review of the Project and the Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance for the Project., 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for the Project are satisfied. 20.3.5 Within five days after expiration of such 15-day period, TxDOT shall either: (a) issue a Certificate of Final Acceptance for the Project or (b) notify DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance of the Project, such Dispute shall be resolved according to the dispute resolution procedures set forth in this DBC.

Final Acceptance. 20.3.1 Promptly after achieving Substantial Completion of all LocationsCompletion, DB Contractor shall perform all remaining Work for such LocationsWork, including completion of all Punch List 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. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Project at such time as all of the following conditions have been satisfied: (a) TxDOT has issued a Certificate of Substantial Completion for all LocationsCompletion; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of TxDOT; (c) TxDOT has received a complete set of the Record Drawings in form and content required by the Technical Provisions; (d) all Utility Adjustment Work and other work that 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, and DB Contractor has paid for all work by third parties that DB Contractor is obligated to pay for, other than disputed 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 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages that are 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 the subject of an unresolved Dispute; and (h) 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 ProjectAcceptance. During the 15-day period following receipt of such notification, DB Contractor and TxDOT shall meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the orderly, timely inspection and review of the Project and the Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance for the ProjectAcceptance. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for are satisfied. The Authority shall be permitted to participate in all Project inspections, document reviews, and investigations in connection with the Project determination of whether the conditions to Final Acceptance are satisfied. 20.3.5 Within five days after expiration of such 15-day period, TxDOT shall either: : (a) issue a Certificate of Final Acceptance for the Project or (b) notify DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance of the ProjectAcceptance, such Dispute shall be resolved according to the dispute resolution procedures set forth in this DBCDBA. 20.3.6 TxDOT will deem Final Acceptance of the Project to be achieved upon TxDOT’s issuance of a Certificate of Final Acceptance for the Project.

Final Acceptance. 20.3.1 Promptly after achieving Substantial Within ten (10) 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 Locationscorrective action on the punch list to Owner’s satisfaction, DB and final payment of retention to Contractor will constitute final acceptance of the project. The Contractor shall perform provide to the Owner or Owner’s representative all remaining Work for such Locations, including completion of all Punch List items. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for “As-Built” information as described in the Project at such time specifications prior to final acceptance. This Agreement entered as all 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 conditions have been satisfiedmodifications 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: (a) TxDOT has issued “In the event a Certificate 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 for all Locations; 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 (b“WOA”) all Punch List items shall have been completed 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 delivered to the reasonable satisfaction of TxDOT; (c) TxDOT has received a complete set seek approval of the Record Drawings in form and content required same by the Technical Provisions; (d) all Utility Adjustment Work and other work that DB Contractor. If the Contractor is obligated to perform for or on behalf of third parties not in agreement with respect to the Project has been accepted by such third partiesamendment, and DB Contractor has paid for all work by third parties that DB Contractor is obligated to pay for, other than disputed 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 the Agreement 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 TxDOTterminate, and the Site 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 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 November 9, 2024, or claims, Liens or stop notices of any Subcontractor, Supplier, laborer, Utility Owner or other Persons with respect to three months after the 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement or collection issuance of the same)WOA, whichever is later.” 4. For purposes of such certificate, the term “claim” shall include all matters or facts which may give rise to a claim; (g) DB Contractor has paid in full all liquidated damages that are 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 the subject of an unresolved Dispute; and (h) 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 Project. During the 15-day period following receipt of such notification, DB Contractor and TxDOT shall meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the orderly, timely inspection and review of the Project and the Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance for the Project. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for the Project are satisfied. 20.3.5 Within five days after expiration of such 15-day period, TxDOT shall either: (a) issue a Certificate of Final Acceptance for the Project or (b) notify DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance of the Project, such Dispute Article 6 – Article 6 shall be resolved according amended and replaced to the dispute resolution procedures set forth in this DBC.read follows:

Final Acceptance. 20.3.1 Promptly after achieving Substantial Completion of all LocationsCompletion, DB Contractor shall perform all remaining Work for such LocationsWork, including completion of all Punch List 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. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Project at such time as all of the following conditions have been satisfied: (a) TxDOT has issued a Certificate of Substantial Completion for all LocationsCompletion; (b) all Punch List items shall have been completed and delivered to the reasonable satisfaction of TxDOT; (c) TxDOT has received a complete set of the Record Drawings in form and content required by the Technical Provisions; (d) all Utility Adjustment Work and other work that 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, and DB Contractor has paid for all work by third parties that DB Contractor is obligated to pay for, other than disputed 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 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages that are 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 the subject of an unresolved Dispute; and (h) 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 ProjectAcceptance. During the 15-day period following receipt of such notification, DB Contractor and TxDOT shall meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the orderly, timely inspection and review of the Project and the Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance for the ProjectAcceptance. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for are satisfied. The Authority shall be permitted to participate in all Project inspections, document reviews, and investigations in connection with the Project determination of whether the conditions to Final Acceptance are satisfied. 20.3.5 Within five days after expiration of such 15-day period, TxDOT shall either: : (a) issue a Certificate of Final Acceptance for the Project or (b) notify DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance of the ProjectAcceptance, such Dispute shall be resolved according to the dispute resolution procedures set forth in this DBCDBA. 20.3.6 TxDOT will deem Final Acceptance of the Project to be achieved upon ▇▇▇▇▇’s issuance of a Certificate of Final Acceptance for the Project.

Final Acceptance. 20.3.1 Promptly after achieving Substantial 13.1 Following Mechanical Completion of all Locations, DB Contractor shall perform all remaining Work for such Locations, including the entire Project and upon completion of all Punch List itemsPunchlist items so that all construction requirements of the Agreement have been fulfilled, Contractor shall furnish Owner with the following: (a) 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 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 paid or otherwise satisfied; (c) Releases in a form satisfactory to Owner of all laborers’, materialmen’s and mechanics’ liens arising out of labor, materials and equipment or services furnished by or on behalf of Contractor or any of its Subcontractors and from Vendors or suppliers if and to the extent that any such claims have been filed; (d) Releases to Owner from Contractor, Subcontractors, Vendors and others assigned portion of Work by 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) Proof satisfactory to Owner that there are no unsatisfied claims or invoices to persons or property; (f) Delivery to Owner of all Drawings and Specifications and other documents to which Owner is entitled under this Agreement plus all other information and data (including data stored on computer) and Equipment Vendor information relating to actual record conditions of the Work. 20.3.2 TxDOT will 13.2 Following receipt by Owner of the items set forth in Article 13.1, Contractor shall submit an invoice for final payment of any unpaid balance, including any incentives, due Contractor on the Contract Price and Owner shall make final payment to Contractor of any such unpaid balance, less any claims Owner may have against Contractor. Should Owner in good faith dispute any portion of the final invoice or the completeness and accuracy of such documents, and advise Contractor in writing of the disputed portion and the contractual basis for the dispute prior to the expiration of a thirty (30) day period, Owner shall pay the undisputed portion within thirty (30) days from the date of receipt of the invoice. Subject to the completeness and accuracy of such documents, the expiration of such thirty (30) day 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 “Date of Final Acceptance”). Owner shall issue a Certificate of Final Acceptance for the Project at such time as all time. 13.3 The making of partial payment to Contractor shall not constitute an acceptance of the following conditions have Work or any part thereof which has not been satisfied: (a) TxDOT has issued performed in accordance with the Agreement. 13.4 Final payment by Owner shall not constitute a Certificate waiver by Owner of Substantial Completion possible claims for all Locations; (b) all Punch List items breach of continuing obligations on the part of Contractor. 13.5 Acceptance of final payment by Contractor shall have been completed and delivered to the reasonable satisfaction of TxDOT; (c) TxDOT has received constitute a complete set waiver of the Record Drawings in form and content required by the Technical Provisions; (d) all Utility Adjustment Work and other work that DB Contractor is obligated to perform for or on behalf of third parties claims against Owner, except with respect to the Project has been accepted by such third parties, and DB Contractor has paid for all work by third parties that DB Contractor is obligated to pay for, other than disputed amounts and amounts claims of personal injury which have not been submitted to DB Contractor for payment by Utility Owners; (e) all personnel, supplies, equipment, waste materials, rubbish and temporary facilities yet occurred or which are unknown at the time 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 TxDOTfinal payment, and the Site shall be in good working order excepting Contractor’s right to assert defenses and condition; (f) DB Contractor shall have delivered counterclaims 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 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 subsequent action by DB Contractor (in which event the certification shall include a list of all such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages that are 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 the subject of an unresolved Dispute; and (h) there exists no uncured DB Contractor DefaultsOwner. 20.3.3 DB Contractor shall provide TxDOT with written notification when DB Contractor determines it has achieved Final Acceptance of the Project. During the 15-day period following receipt of such notification, DB Contractor and TxDOT shall meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the orderly, timely inspection and review of the Project and the Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance for the Project. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for the Project are satisfied. 20.3.5 Within five days after expiration of such 15-day period, TxDOT shall either: (a) issue a Certificate of Final Acceptance for the Project or (b) notify DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance of the Project, such Dispute shall be resolved according to the dispute resolution procedures set forth in this DBC.

Final Acceptance. 20.3.1 Promptly after achieving Substantial Completion of all Locations, (a) The DB Contractor shall perform all remaining Work will achieve Final Acceptance on or before the Scheduled Final Acceptance Date for such Locationsthe applicable Project Asset, including completion subject to adjustment in accordance with this Agreement and subject to the assessment of all Punch List itemsliquidated damages pursuant to Section 8.10(b). 20.3.2 TxDOT will issue a Certificate of (b) Final Acceptance for the of each Project at such time as all Asset will have been achieved when each of the following conditions have been satisfied: occurred for the applicable Project Asset: (ai) TxDOT has issued a Certificate of Substantial Completion for with respect to such Project Asset has occurred; (ii) the 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 Locations; Liens, claims, security interests or encumbrances arising out of or in connection with the performance of the DB Work; (biv) all Punch List items shall will have been completed and delivered to the reasonable satisfaction of TxDOT; the Concessionaire and, in the case of items on the CA Punchlist, the Department; (c) TxDOT has received a complete set of the Record Drawings in form and content required by the Technical Provisions; (dv) all Utility Adjustment Work Project Documentation, including Final As-Built Drawings and other work that Construction Documentation, will have been delivered to the Concessionaire and the Department; (vi) the 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, and DB Contractor has will have paid for all work DB Work performed by third parties to achieve Final Acceptance that the DB Contractor is obligated to pay for, (other than disputed amounts and amounts which have that are not been submitted to yet due and payable); (vii) the 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 will have delivered to TxDOT a certification representing that there are no outstanding claims the Concessionaire and, on behalf of the Concessionaire, the Department all required certifications from the engineer of record and architect of record and all necessary Governmental Authorities; (viii) the DB Contractor or claims, Liens or stop notices will have made all deliveries of any Subcontractor, Supplier, laborer, Utility Owner or other Persons Work Product to the Concessionaire that are required to be made pursuant to this Agreement; (ix) CA Final Acceptance has occurred under the Comprehensive Agreement as evidenced by the Department’s issuance of a CA Final Acceptance Certificate thereunder with respect to the Work, other than any previously submitted unresolved claims of 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, that if 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement or collection of the same). For purposes of such certificate, the term “claim” shall include all matters or facts conditions in this Section 8.09(b) for which may give rise to a claim; (g) DB Contractor has paid in full all liquidated damages that are 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 the subject of an unresolved Dispute; and (h) 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 any of the Project. During Concessionaire Contractors is responsible has not been satisfied by such Concessionaire Contractor for reasons not attributable to the 15-day period following receipt of such notificationDB Contractor, DB Contractor and TxDOT shall meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the orderly, timely inspection and review of the Project and the Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance for the Project. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the Record 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, for all purposes of this Agreement the DB Contractor shall 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 results of, and a description of, all DB Work completed in respect to the Project are satisfied. 20.3.5 Asset in a form acceptable to the Concessionaire and with sufficient detail to enable it to establish whether Final Acceptance has been achieved, as well as a Final Acceptance Certificate signed by the DB Contractor. Within five days ten (10) Days after expiration receipt of such 15-day periodthe Notice of Project Asset Final Acceptance, TxDOT the Concessionaire shall either: 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) issue a Certificate provide written notice to the Department pursuant to Section 8.09(b) of the CA of anticipated CA Final Acceptance for under the CA of such Project Asset, or (b) if reasonable cause exists for doing so, notify the DB Contractor in writing setting forth, as applicable, why that Final Acceptance of has not been achieved stating the Project reasons therefor. Subject to Section 10.05, if the Concessionaire notifies the DB Contractor that Final Acceptance has not been achieved. If TxDOT and , the DB Contractor cannot agree shall promptly take such action or perform such additional DB Work as to the date will permit achievement of Final Acceptance of the Project, such Dispute shall be resolved according and issue to the dispute resolution procedures set forth in this DBC.Concessionaire a revised Notice of Project Asset Final Acceptance signed by the DB

Final Acceptance. 20.3.1 Promptly after achieving Substantial Completion (a) The Concessionaire 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 all Locations, DB Contractor shall perform all remaining Work for such Locations, including completion of all Punch List itemsliquidated damages pursuant to Section 8.10(b). 20.3.2 TxDOT (b) The Concessionaire will issue a Certificate of provide the Department with written notification when it has determined that the following conditions to Final Acceptance for the applicable Project at such time as all of the following conditions Asset have been satisfied: : (ai) TxDOT has issued a Certificate of Substantial Completion for has occurred; (ii) the 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 Locations; Liens, claims, security interests or encumbrances arising out of or in connection with the performance of the Work during the Construction Period; (biv) all Punch List items shall will have been completed and delivered to the reasonable satisfaction of TxDOT; the Department; (c) TxDOT has received a complete set of the Record Drawings in form and content required by the Technical Provisions; (dv) all Utility Adjustment Project Documentation, including as-built drawings, will have been delivered to the Department; (vi) the Concessionaire will have paid for all Design-Build Work and other work that DB Contractor is obligated Work required to perform for or on behalf of third parties with respect to the Project has been accepted by such third parties, and DB Contractor has paid for all work achieve Final Acceptance by third parties that DB Contractor the Concessionaire is obligated to pay for, (other than disputed amounts and amounts which that are not yet due and payable); (vii) the Concessionaire will have not been submitted to DB Contractor for payment by Utility Owners; (e) delivered all personnel, supplies, equipment, waste materials, rubbish and temporary facilities of each DB Contractor-Related Entity shall have been removed required certifications from the applicable portion engineer of the Project ROW, DB Contractor shall restore record and repair architect of record to all damage or injury arising from such removal necessary Governmental Authorities and to the satisfaction Department; and (viii) the Concessionaire will have made all deliveries 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 Work Product to the 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages Department that are owing required to TxDOT be made 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 the subject of an unresolved Dispute; and (h) there exists no uncured DB Contractor DefaultsAgreement. 20.3.3 DB Contractor shall provide TxDOT with written notification when DB Contractor determines it has achieved Final Acceptance (c) During the 21-Day period following delivery of the Project. During the 15-day period following receipt of such Concessionaire’s written notification, DB Contractor the Concessionaire and TxDOT shall meet and the Department will meet, 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 applicable Project Asset and the Record Drawings, and TxDOTDepartment’s issuance of a Certificate of Final Acceptance for Certificate, and the Project. 20.3.4 During such 15-day period, TxDOT shall Department will conduct an inspection of the Punch List items, a review of the Record Drawings final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for the Project are have been satisfied. 20.3.5 (d) Within five days after expiration of such 1521-day Day period, TxDOT shall either: (a) the Department will issue a Certificate of Final Acceptance for Certificate or will notify the Project or (b) notify DB Contractor in writing setting forth, as applicable, Concessionaire why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor can; 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 agree as been achieved within 21 Days after the expiration of the 21-Day period described in Section 8.09(c) (or, in the case of any re-submittal in response to the date of Department’s comments, within ten Days after such resubmittal), a Final Acceptance of Certificate will be deemed to be issued. Deemed issuance will not, however, excuse the Project, such Dispute shall be resolved according to Concessionaire from satisfying all the dispute resolution procedures conditions set forth in this DBCSection 8.09(b).

Final Acceptance. 20.3.1 Promptly after achieving Substantial Completion of all Locations, DB Contractor (i) The Concessionaire shall perform all remaining Work for such Locations, including completion of all Punch List items. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for provide the Project at such time as all of Department and the Independent Engineer with written notification when it has determined that the following conditions to Final Acceptance have been satisfied: (aA) TxDOT has issued a Certificate of all requirements for Substantial Completion for all Locationshave been satisfied; (bB) all Punch List items shall have been completed and delivered; (C) the Concessionaire has delivered correct and complete copies of all as-built drawings of the Project to the reasonable satisfaction of TxDOTDepartment; (c) TxDOT has received a complete set of the Record Drawings in form and content required by the Technical Provisions; (dD) all Utility Adjustment Work and other work that DB Contractor the Concessionaire is obligated to perform for or on behalf of third parties with respect to the Project has been accepted by such third parties, and DB Contractor parties (other than disputed items); (E) the Concessionaire has paid for all work by third parties that DB Contractor the Concessionaire is obligated to pay for, (other than disputed amounts and amounts which have not been submitted to DB Contractor for payment by Utility Ownersamounts); (eF) the Concessionaire has delivered to all personnel, supplies, equipment, waste materials, rubbish necessary Governmental Authorities and temporary facilities of each DB Contractor-Related Entity shall have been removed to the Department all required certifications from the applicable portion engineer of record and architect of record for the Project ROW, DB Contractor shall restore and repair Project; (G) the Concessionaire has made all damage or injury arising from such removal deliveries of Work Product 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 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages Department that are owing then required to TxDOT pursuant to be made under 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 the subject of an unresolved DisputeAgreement; and (hH) there exists no uncured DB Contractor Defaultsall utilities have been identified and conflicts have been resolved and those utilities with compensable rights or other claims related to relocation or coordination with the Ultimate Configuration have been relocated and their claims and compensable rights have been satisfied or shall be satisfied by the Concessionaire. 20.3.3 DB Contractor shall provide TxDOT with written notification when DB Contractor determines it has achieved Final Acceptance of the Project. (ii) During the 1521-day period following receipt delivery of such notificationnotice, DB Contractor the Concessionaire, the Department and TxDOT the Independent Engineer shall meet and meet, confer and exchange information on a regular cooperative basis with the goal being TxDOT's the Department’s and the Independent Engineer’s orderly, timely inspection and review of the Project and Final Acceptance by the Record DrawingsDepartment in writing (such written acceptance the “Final Acceptance Certificate”), and TxDOT’s issuance of a Certificate of Final Acceptance for the Project. 20.3.4 During such 15-day period, TxDOT Independent Engineer shall conduct an inspection of the Punch List items, a review of the Record Drawings final drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for have been satisfied. The Independent Engineer shall submit to the Project are satisfiedDepartment 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. 20.3.5 (iii) Within five days after following the expiration of such 1521-day periodperiod and the Department’s receipt of the Independent Engineer’s report, TxDOT the Department shall either: (a) issue a Certificate of Final Acceptance for Certificate or shall notify the Project or (b) notify DB Contractor in writing setting forth, as applicable, Concessionaire why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as ; provided, that if the Department has failed to the date of 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 Project21-day period described in Section 8.11(b)(ii), such Dispute a Final Acceptance Certificate shall be resolved according deemed to be issued. Deemed issuance shall not, however, excuse the dispute resolution procedures Concessionaire from satisfying all the conditions set forth in this DBCSection 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. 20.3.1 Promptly after achieving Substantial Completion of all Locations, DB Contractor shall perform all The remaining Work for such Locations, including completion of all Punch List items. 20.3.2 TxDOT will issue a Certificate of Final Acceptance for the Project at such time as all ** ******* of the following conditions have been satisfied: (a) TxDOT has issued a Certificate allocation of Substantial Completion for Purchase Price related to Products and Licensed Materials shall become billable when all Locations; (b) all Punch List items shall have been completed and delivered to are eliminated from the reasonable satisfaction of TxDOT; (c) TxDOT has received a complete set of Punchlist. Notwithstanding the Record Drawings in form and content required by the Technical Provisions; (d) all Utility Adjustment Work and other work that DB Contractor is obligated to perform for or on behalf of third parties foregoing, with respect to the Project 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) Services described on Exhibit E to be performed under any Order or (ii) Services to be performed under any Order which is not subject to Acceptance Test Procedures, shall 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 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 Seller's Manager of Cash Operations at ▇▇▇-▇▇▇-▇▇▇▇. *This confidential portion has been accepted 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 (15) days of receipt of the applicable invoice. Notice of such third partiesdiscrepancies may be directed to Seller in writing or by telephone to the telephone number or, and DB Contractor has paid for all work by third parties that DB Contractor is obligated if in writing, to the address identified on the invoice. Customer shall not be required to pay forSeller 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, other than disputed amounts Customer shall maintain its right to seek resolution of billing discrepancies after payment and amounts which have 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 amount due (but limited to the maximum lawful rate) provided, however, that, if the Short Term Note has not been submitted paid or Seller has not syndicated or transferred its obligations under the credit agreement providing the financing between Seller and Customer, such failure to DB Contractor 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 conditions for payment by Utility Owners; (e) all personnel, supplies, equipment, waste materials, rubbish and temporary facilities of each DB Contractor-Related Entity shall Customer to borrow thereunder 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 fulfilled with respect to a borrowing under the Work, other than any previously submitted unresolved claims of DB Contractor and any claims, Liens Short Term Note 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 such matters with such detail as is requested by TxDOT and, with respect to all 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 enforcement 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) DB Contractor has paid in full all liquidated damages that are 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 the subject of an unresolved Dispute; and (h) there exists no uncured DB Contractor Defaultscredit agreement. 20.3.3 DB Contractor shall provide TxDOT with written notification when DB Contractor determines it has achieved Final Acceptance of the Project. During the 15-day period following receipt of such notification, DB Contractor and TxDOT shall meet and confer and exchange information on a regular cooperative basis with the goal being TxDOT's and the orderly, timely inspection and review of the Project and the Record Drawings, and TxDOT’s issuance of a Certificate of Final Acceptance for the Project. 20.3.4 During such 15-day period, TxDOT shall conduct an inspection of the Punch List items, a review of the Record Drawings and such other investigation as may be necessary to evaluate whether the conditions to Final Acceptance for the Project are satisfied. 20.3.5 Within five days after expiration of such 15-day period, TxDOT shall either: (a) issue a Certificate of Final Acceptance for the Project or (b) notify DB Contractor in writing setting forth, as applicable, why Final Acceptance of the Project has not been achieved. If TxDOT and DB Contractor cannot agree as to the date of Final Acceptance of the Project, such Dispute shall be resolved according to the dispute resolution procedures set forth in this DBC.