Common use of Inspection and Implementation Clause in Contracts

Inspection and Implementation. ‌ (i) Commencing two years after the Service Commencement Date, the Developer will conduct biennial assessments of the physical condition of the Project Assets pursuant to the Technical Requirements, and will prepare a comparative analysis of such conditions to the conditions as previously reported (or, with respect to any Project Enhancements, their condition upon completion thereof), such analysis to take into account any changes in Federal Requirements and changes to safety standards. The condition of each Asset will be assessed using the Department’s Maintenance Rating Program in accordance with the Technical Requirements. If any Asset reported by the Developer to the Department is determined by the Developer or the Department to fall below the applicable level or rating specified in the Technical Requirements for such Asset, the Developer will, within 90 Days of such assessment, develop and submit to the Department a plan to restore such Asset to a condition that will enable the Asset to meet all applicable Performance Requirements at Developer’s sole cost and expense, and such plan will also include a budget, timeline and identification of the funding sources (if known at the time) that will be utilized to restore such Asset. If any Asset is determined by the Developer or the Department to fall below the applicable level or rating specified in the Technical Requirements for such Asset and was discovered by the Department or otherwise not reported to the Department by the Developer, the Developer will, within 90 Days of such assessment, develop and submit to the Department a plan to restore such Asset to a condition that will enable the Asset to meet all applicable Performance Requirements at Developer’s sole cost and expense, with such plan also including a budget, timeline and identification of the funding sources (if known at the time) that will be utilized to restore such Asset. (ii) If the Developer fails to complete any of the Tasks in accordance with this Agreement and the applicable Life Cycle Maintenance Plan, the Department may demand by notice in writing that such Tasks be completed by the Developer. If the Developer has failed to commence and diligently continue to perform such Tasks within 30 Days after the Department delivers such notice, the Department may, at its option, but is not obligated to, either (A) carry out such Task or correct such required work using Department personnel, materials and equipment or (B) procure the services for such Task or corrective work by one or more contractors. If the Developer fails to commence and diligently continue to perform such Tasks within 30 Days after the Department delivers notice pursuant to this Section 9.03(d)(ii) and the Department elects to pursue its rights pursuant to this Section 9.03(d)(ii)(A) or (B), then the Developer will pay the Department’s Allocable Costs plus 25% it incurs to complete such Task or corrective work, and its third-party costs to procure such contract(s).‌ (iii) Notwithstanding anything to the contrary in Section 9.03(d)(ii), the Developer may, by written notice delivered to the Department within 30 Days of receipt of the Department’s notice of demand described in Section 9.03(d)(ii), object to any such demand by the Department on the basis that the Developer has completed the Task(s) specified in the Department’s demand in accordance with this Agreement and the applicable Life Cycle Maintenance Plan or that such Task(s) are not then required in accordance with this Agreement or the applicable Life Cycle Maintenance Plan, which notice will give details of the grounds for such objection. Upon the giving of any such notice, the parties will endeavor to reach agreement as to any matters referred to in the notice. If no agreement is reached as to any such matter within 30 Days after the giving of such notice, either party may refer the Dispute to the dispute resolution procedures set forth in Article 21. Notwithstanding the foregoing, the Developer will perform the Task as directed by the Department and the Department will be entitled to exercise its remedies for the Developer’s failure to comply with such directive in accordance with this Agreement. If it is determined in accordance with the dispute resolution procedures in Article 21 that the Developer was in compliance with its obligations under this Agreement, then such directive and any additional Work required by the Department will be treated as a Department Change pursuant to Section 14.02.

Inspection and Implementation. ‌ (i) Commencing two After the Service Commencement Date, the Concessionaire will conduct inspections of the physical condition of the Project Assets pursuant to the Technical Requirements. Every five years after the Service Commencement Date, the Developer Concessionaire will conduct biennial assessments an assessment of the physical condition of the Project Assets pursuant to the Technical Requirements, and will prepare a comparative analysis of such conditions to the conditions as previously reported (or, with respect to any Project Enhancements, their condition upon completion thereof), such analysis to take into account any changes in Federal Requirements and changes to safety standards. The condition of each Asset will be assessed using the Department’s Maintenance Rating Program in accordance with the Technical Requirements. If any Asset reported by the Developer to the Department is determined by the Developer Concessionaire or the Department to fall below the applicable level or rating specified in the Technical Requirements for such Asset, the Developer Concessionaire will, within 90 Days of such assessment, develop and submit to the Department a plan to restore such Asset to a condition that will enable the Asset to meet all applicable Performance Requirements at Developer’s sole cost and expenseRequirements, and such plan will also include a budget, timeline and identification of the funding sources (if known at the time) that will be utilized to restore such Asset. If any Asset is determined by the Developer or the Department to fall below the applicable level or rating specified in the Technical Requirements for such Asset and was discovered by the Department or otherwise not reported to the Department by the Developer, the Developer will, within 90 Days of such assessment, develop and submit to the Department a plan to restore such Asset to a condition that will enable the Asset to meet all applicable Performance Requirements at Developer’s sole cost and expense, with such plan also including a budget, timeline and identification of the funding sources (if known at the time) that will be utilized to restore such Asset. (ii) The Department will be responsible at its sole cost and expense for inspection of bridges and structures on the Project Right of Way in accordance with the Technical Requirements. The Concessionaire will cooperate with the Department in its conduct of inspections and will use reasonable efforts to minimize any disruption to the Department’s conduct of such inspections. The Department and the Concessionaire will use reasonable efforts to minimize any disruption to or impairment of the Work, the Project and the Department’s inspection activities. (iii) If the Developer Concessionaire fails to complete any of the Tasks in accordance with this Agreement and the applicable Life Cycle Maintenance Plan, the Department may demand by notice in writing that such Tasks be completed by the DeveloperConcessionaire. If the Developer Concessionaire has failed to commence and diligently continue to perform such Tasks within 30 Days after the Department delivers such notice, the Department may, at its option, but is not obligated to, either (A) carry out such Task or correct such required defective work using Department personnel, materials and equipment or (B) procure the services for such Task or corrective work by one or more contractors. If the Developer Concessionaire fails to commence and diligently continue to perform such Tasks within 30 Days after the Department delivers notice pursuant to this Section 9.03(d)(ii9.04(d)(iii) and the Department elects to pursue its rights pursuant to this Section 9.03(d)(ii)(A9.04(d)(iii)(A) or (B), then the Developer Concessionaire will pay the Department’s Allocable Costs plus 25% it incurs to complete such Task or corrective work, and its third-party costs to procure such contract(s).‌contract(s). (iiiiv) Notwithstanding anything to the contrary in Section 9.03(d)(ii9.04(d)(iii), the Developer Concessionaire may, by written notice delivered to the Department within 30 Days of receipt of the Department’s notice of demand described in Section 9.03(d)(ii9.04(d)(iii), object to any such demand by the Department on the basis that the Developer Concessionaire has completed the Task(s) specified in the Department’s demand in accordance with this Agreement and the applicable Life Cycle Maintenance Plan or that such Task(s) are not then required in 95 DMEAST #27287336 v26 accordance with this Agreement or the applicable Life Cycle Maintenance Plan, which notice will give details of the grounds for such objection. Upon the giving of any such notice, the parties will endeavor to reach agreement as to any matters referred to in the notice. If no agreement is reached as to any such matter within 30 Days after the giving of such notice, either party may refer the Dispute to the dispute resolution procedures set forth in Article 21. Notwithstanding the foregoing, the Developer Concessionaire will perform the Task as directed by the Department and the Department will be entitled to exercise its remedies for the DeveloperConcessionaire’s failure to comply with such directive in accordance with this Agreement. If it is determined in accordance with the dispute resolution procedures in Article 21 that the Developer Concessionaire was in compliance with its obligations under this Agreement, then such directive and any additional Work required by the Department will be treated as a Department Change pursuant to Section 14.02.

Inspection and Implementation. ‌ (i) Commencing two years after the Service Commencement Datedate that a Project Asset has achieved Substantial Completion, the Developer Concessionaire will conduct a biennial assessments assessment of the physical condition of the such Project Assets pursuant to Asset (except as otherwise provided in the Technical Requirements), and will prepare a comparative analysis of such conditions to the conditions as previously reported (or, with respect to any Project Enhancements, their condition upon completion thereof), such analysis to take into account any changes in Federal Requirements requirements and changes to safety standards. With respect to the Existing Project Assets, such biennial assessment will also be performed in accordance with the Structural Assets Monitoring Plan. The condition of each Asset will be assessed using the Department’s Maintenance Rating Program in accordance with the Technical Requirements. If any Asset reported by the Developer to the Department is determined by the Developer Concessionaire or the Department to fall below the applicable level or rating specified in the Technical Requirements for such Asset, the Developer Concessionaire will, within 90 Days of such assessment, develop and submit to the Department a plan to restore such Asset to a condition that will enable the Asset to meet all applicable Performance Requirements at Developer’s sole cost and expenseRequirements, and such plan will also include a budget, timeline and identification of the funding sources (if known at the time) that will be utilized to restore such Asset. If any Asset is determined by the Developer or the Department to fall below the applicable level or rating specified in the Technical Requirements for such Asset and was discovered by the Department or otherwise not reported to the Department by the DeveloperEXECUTION VERSION – DECEMBER 5, the Developer will, within 90 Days of such assessment, develop and submit to the Department a plan to restore such Asset to a condition that will enable the Asset to meet all applicable Performance Requirements at Developer’s sole cost and expense, with such plan also including a budget, timeline and identification of the funding sources (if known at the time) that will be utilized to restore such Asset.2011 (ii) If the Developer Concessionaire fails to complete any of the Tasks in accordance with this Agreement and the applicable Life Cycle Maintenance Plan, the Department may demand by notice in writing that such Tasks be completed by the DeveloperConcessionaire. If the Developer Concessionaire has failed to commence and diligently continue to perform such Tasks within 30 Days after the Department delivers such notice, the Department may, at its option, but is not obligated to, either (A) carry out such Task or correct such required defective work using Department personnel, materials and equipment or (B) procure the services for such Task or corrective work by one or more contractors. If the Developer fails to commence and diligently continue to perform Upon such Tasks within 30 Days after notice, the Department delivers notice pursuant (except as otherwise provided in Section 9.04(e)) will be entitled to this Section 9.03(d)(ii) and demand that the Concessionaire pay to the Department elects an amount equal to pursue its rights pursuant to this Section 9.03(d)(ii)(A) or (B), then the Developer will pay the Department’s good faith estimate of the Allocable Costs plus 25% it incurs will incur to complete such Task or corrective work, plus an additional 10% contingency, and its third-party costs to procure such contract(s).‌contract(s) (if applicable). The Concessionaire will make such payment to the Department not later than 30 Days after demand by the Department for such payment. Upon completion of such work, the Department will promptly provide to the Concessionaire its calculation of the Allocable Costs to complete such Tasks and any third-party costs to procure any contract(s) for such work, together with supporting documentation. If the total amount of such costs is greater or less than the amount the Concessionaire previously paid to the Department under this Section 9.04, the Concessionaire will pay to the Department an amount equal to such excess or the Department will reimburse the excess funds paid by the Concessionaire, as applicable, not later than 30 Days after the Department has provided its calculation. (iii) Notwithstanding anything to the contrary in Section 9.03(d)(ii), the Developer The Concessionaire may, by written notice delivered to the Department within 30 Days of receipt of the Department’s notice of demand described in Section 9.03(d)(ii)Days, object to any such demand by the Department in accordance with Section 9.04(d)(ii) on the basis that the Developer Concessionaire has completed the Task(s) specified in the Department’s demand in accordance with this Agreement and the applicable Life Cycle Maintenance Plan or that such Task(s) are not then required in accordance with this Agreement or the applicable Life Cycle Maintenance Plan, which notice will give details of the grounds for such objection. Upon the giving of any such notice, the parties will endeavor to reach agreement as to any matters referred to in the notice. If no agreement is reached as to any such matter within 30 Days after the giving of such notice, either party may refer the Dispute to the dispute resolution procedures set forth in Article 21. Notwithstanding the foregoing, the Developer Concessionaire will perform the Task as directed by the Department and the Department will be entitled to exercise its remedies for the DeveloperConcessionaire’s failure to comply with such directive in accordance with this Agreement. If it is determined in accordance with the dispute resolution procedures in Article 21 that the Developer Concessionaire was in compliance with its obligations under this Agreement, then such directive and any additional Work required by the Department will be treated as a Department Change pursuant to Section 14.02.

Inspection and Implementation. ‌ (i) Commencing two years after the Service Commencement Datedate that a Project Asset has achieved Substantial Completion, the Developer Concessionaire will conduct a biennial assessments assessment of the physical condition of the such Project Assets pursuant to Asset (except as otherwise provided in the Technical Requirements), and will prepare a comparative analysis of such conditions to the conditions as previously reported (or, with respect to any Project Enhancements, their condition upon completion thereof), such analysis to take into account any changes in Federal Requirements requirements and changes to safety standards. With respect to the Existing Project Assets, such biennial assessment will also be performed in accordance with the Structural Assets Monitoring Plan. The condition of each Asset will be assessed using the Department’s Maintenance Rating Program in accordance with the Technical Requirements. If any Asset reported by the Developer to the Department is determined by the Developer Concessionaire or the Department to fall below the applicable level or rating specified in the Technical Requirements for such Asset, the Developer Concessionaire will, within 90 Days of such assessment, develop and submit to the Department a plan to restore such Asset to a condition that will enable the Asset to meet all applicable Performance Requirements at Developer’s sole cost and expenseRequirements, and such plan will also include a budget, timeline and identification of the funding sources (if known at the time) that will be utilized to restore such Asset. If any Asset is determined by the Developer or the Department to fall below the applicable level or rating specified in the Technical Requirements for such Asset and was discovered by the Department or otherwise not reported to the Department by the Developer, the Developer will, within 90 Days of such assessment, develop and submit to the Department a plan to restore such Asset to a condition that will enable the Asset to meet all applicable Performance Requirements at Developer’s sole cost and expense, with such plan also including a budget, timeline and identification of the funding sources (if known at the time) that will be utilized to restore such Asset. (ii) If the Developer Concessionaire fails to complete any of the Tasks in accordance with this Agreement and the applicable Life Cycle Maintenance Plan, the Department may demand by notice in writing that such Tasks be completed by the DeveloperConcessionaire. If the Developer Concessionaire has failed to commence and diligently continue to perform such Tasks within 30 Days after the Department delivers such notice, the Department may, at its option, but is not obligated to, either (A) carry out such Task or correct such required defective work using Department personnel, materials and equipment or (B) procure the services for such Task or corrective work by one or more contractors. If the Developer fails to commence and diligently continue to perform Upon such Tasks within 30 Days after notice, the Department delivers notice pursuant (except as otherwise provided in Section 9.04(e)) will be entitled to this Section 9.03(d)(ii) and demand that the Concessionaire pay to the Department elects an amount equal to pursue its rights pursuant to this Section 9.03(d)(ii)(A) or (B), then the Developer will pay the Department’s good faith estimate of the Allocable Costs plus 25% it incurs will incur to complete such Task or corrective work, plus an additional 10% contingency, and its third-party costs to procure such contract(s).‌contract(s) (if applicable). The Concessionaire will make such payment to the Department not later than 30 Days after demand by the Department for such payment. Upon completion of such work, the Department will promptly provide to the Concessionaire its calculation of the Allocable Costs to complete such Tasks and any third-party costs to procure any contract(s) for such work, together with supporting documentation. If the total amount of such costs is greater or less than the amount the Concessionaire previously paid to the Department under this Section 9.04, the Concessionaire will pay to the Department an amount equal to such excess or the Department will reimburse the excess funds paid by the Concessionaire, as applicable, not later than 30 Days after the Department has provided its calculation. (iii) Notwithstanding anything to the contrary in Section 9.03(d)(ii), the Developer The Concessionaire may, by written notice delivered to the Department within 30 Days of receipt of the Department’s notice of demand described in Section 9.03(d)(ii)Days, object to any such demand by the Department in accordance with Section 9.04(d)(ii) on the basis that the Developer Concessionaire has completed the Task(s) specified in the Department’s demand in accordance with this Agreement and the applicable Life Cycle Maintenance Plan or that such Task(s) are not then required in accordance with this Agreement or the applicable Life Cycle Maintenance Plan, which notice will give details of the grounds for such objection. Upon the giving of any such notice, the parties will endeavor to reach agreement as to any matters referred to in the notice. If no agreement is reached as to any such matter within 30 Days after the giving of such notice, either party may refer the Dispute to the dispute resolution procedures set forth in Article 21. Notwithstanding the foregoing, the Developer Concessionaire will perform the Task as directed by the Department and the Department will be entitled to exercise its remedies for the DeveloperConcessionaire’s failure to comply with such directive in accordance with this Agreement. If it is determined in accordance with the dispute resolution procedures in Article 21 that the Developer Concessionaire was in compliance with its obligations under this Agreement, then such directive and any additional Work required by the Department will be treated as a Department Change pursuant to Section 14.02.

Inspection and Implementation. ‌ (i) Commencing two years after the Service Commencement Date, the Developer will conduct biennial assessments of the physical condition of the Project Assets pursuant to the Technical Requirements, and will prepare a comparative analysis of such conditions to the conditions as previously reported (or, with respect to any Project Enhancements, their condition upon completion thereof), such analysis to take into account any changes in Federal Requirements and changes to safety standards. The condition of each Asset will be assessed using the Department’s Maintenance Rating Program in accordance with the Technical Requirements. If any Asset reported by the Developer to the Department is determined by the Developer or the Department to fall below the applicable level or rating specified in the Technical Requirements for such Asset, the Developer will, within 90 Days of such assessment, develop and submit to the Department a plan to restore such Asset to a condition that will enable the Asset to meet all applicable Performance Requirements at Developer’s sole cost and expense, and such plan will also include a budget, timeline and identification of the funding sources (if known at the time) that will be utilized to restore such Asset. If any Asset is determined by the Developer or the Department to fall below the applicable level or rating specified in the Technical Requirements for such Asset and was discovered by the Department or otherwise not reported to the Department by the Developer, the Developer will, within 90 Days of such assessment, develop and submit to the Department a plan to restore such Asset to a condition that will enable the Asset to meet all applicable Performance Requirements at Developer’s sole cost and expense, with such plan also including a budget, timeline and identification of the funding sources (if known at the time) that will be utilized to restore such Asset. (ii) If the Developer fails to complete any of the Tasks in accordance with this Agreement and the applicable Life Cycle Maintenance Plan, the Department may demand by notice in writing that such Tasks be completed by the Developer. If the Developer has failed to commence and diligently continue to perform such Tasks within 30 Days after the Department delivers such notice, the Department may, at its option, but is not obligated to, either (A) carry out such Task or correct such required work using Department personnel, materials and equipment or (B) procure the services for such Task or corrective work by one or more contractors. If the Developer fails to commence and diligently continue to perform such Tasks within 30 Days after the Department delivers notice pursuant to this Section 9.03(d)(ii) and the Department elects to pursue its rights pursuant to this Section 9.03(d)(ii)(A) or (B), then the Developer will pay the Department’s Allocable Costs plus 25% it incurs to complete such Task or corrective work, and its third-party costs to procure such contract(s).‌contract(s). (iii) Notwithstanding anything to the contrary in Section 9.03(d)(ii), the Developer may, by written notice delivered to the Department within 30 Days of receipt of the Department’s notice of demand described in Section 9.03(d)(ii), object to any such demand by the Department on the basis that the Developer has completed the Task(s) specified in the Department’s demand in accordance with this Agreement and the applicable Life Cycle Maintenance Plan or that such Task(s) are not then required in accordance with this Agreement or the applicable Life Cycle Maintenance Plan, which notice will give details of the grounds for such objection. Upon the giving of any such notice, the parties will endeavor to reach agreement as to any matters referred to in the notice. If no agreement is reached as to any such matter within 30 Days after the giving of such notice, either party may refer the Dispute to the dispute resolution procedures set forth in Article 21. Notwithstanding the foregoing, the Developer will perform the Task as directed by the Department and the Department will be entitled to exercise its remedies for the Developer’s failure to comply with such directive in accordance with this Agreement. If it is determined in accordance with the dispute resolution procedures in Article 21 that the Developer was in compliance with its obligations under this Agreement, then such directive and any additional Work required by the Department will be treated as a Department Change pursuant to Section 14.02.