Common use of Limitations on the Developer’s Right to Rely Clause in Contracts

Limitations on the Developer’s Right to Rely. ‌ (a) The Developer expressly acknowledges and agrees that the Department’s rights, if any, under the Project Agreements:‌ (i) to review, comment on, approve, disapprove and/or accept designs, plans, specifications, work plans, construction, equipment, installation, plans for maintenance, traffic management, policing and/or Project management, books, records, reports or statements, or documents pertaining to Developer Debt and Financing Assignments, (ii) to review, comment on and approve or disapprove qualifications and performance of, and to communicate with, Contractors, and (iii) to perform Oversight Services, exist solely for the benefit and protection of the Department, do not create or impose upon the Department any standard or duty of care toward any Developer Party, all of which are hereby disclaimed, may not be relied upon, nor may the Department’s exercise or failure to exercise any such rights be relied upon, by the Developer in determining whether the Developer has satisfied the standards and requirements set forth in this Agreement and may not be asserted, nor may the Department’s exercise or failure to exercise any such rights be asserted, against the Department by the Developer as a defense, legal or equitable, to the Developer’s obligation to fulfill such standards and requirements; provided, that the foregoing will not limit the Department’s liabilities or obligations pursuant to this Agreement. (b) To the maximum extent permitted by Law, and subject to the provisions of this Agreement, the Developer hereby releases and discharges the Department from any and all duty and obligation to cause permitting, Project Right of Way acquisition, Utility Relocation, construction, equipping, operations, maintenance, policing, renewal, replacement, traffic management or other management of or for the Project or the Project Right of Way, by the Department, to satisfy the standards and requirements set forth in the Project Agreements that has been allocated to the Developer hereunder; provided, that the foregoing will not limit the Department’s liability or obligations under this Agreement. The Department will be entitled to remedies for Non-Conforming Work pursuant to Section 8.11(b).‌ (c) No rights of the Department described in Section 10.06(a), no exercise or failure to exercise such rights, no failure of the Department to meet any particular standard of care in the exercise of such rights, no issuance of permits or certificates of completion or acceptance and no Project Completion of the Project or any Project Enhancement will:‌ (i) relieve the Developer from performance of the Work or of its responsibility for the selection and the competent performance of its Contractors; (ii) relieve the Developer of any of its obligations or liabilities under the Project Agreements; (iii) be deemed or construed to waive any of the Department’s rights and remedies under the Project Agreements; or (iv) be deemed or construed as any kind of representation or warranty, express or implied, by the Department, except as expressly noted therein. (d) Notwithstanding Section 10.06(a), (b) and (c) above: (i) any Limited Notices to Proceed, Notices to Proceed and certificates or notices of Service Commencement and Project Completion will be binding on the Department and the Developer will be entitled to rely thereon; provided however, that the delivery of such notices and certificates will not constitute a waiver by the Department of any breach of this Agreement by the Developer or relieve the Developer of any of its obligations hereunder; and (ii) the Developer will be entitled to rely on specific approved written Deviations and interpretative engineering decisions the Department gives pursuant to this Agreement in accordance with the Technical Requirements, the Design-Build Contract or any Development Contract, and any Law.

Limitations on the Developer’s Right to Rely. ‌ (a) The Developer expressly acknowledges and agrees that the Department’s rights, if any, under the Project Agreements:‌ (i) to review, comment on, approve, disapprove and/or accept designs, plans, specifications, work plans, construction, equipment, installation, plans for maintenance, traffic management, policing and/or Project management, books, records, reports or statements, or documents pertaining to Developer Debt and Financing Assignments, (ii) to review, comment on and approve or disapprove qualifications and performance of, and to communicate with, Contractors, and (iii) to perform Oversight Services, exist solely for the benefit and protection of the Department, do not create or impose upon the Department any standard or duty of care toward any Developer Party, all of which are hereby disclaimed, may not be relied upon, nor may the Department’s exercise or failure to exercise any such rights be relied upon, by the Developer in determining whether the Developer has satisfied the standards and requirements set forth in this Agreement and may not be asserted, nor may the Department’s exercise or failure to exercise any such rights be asserted, against the Department by the Developer as a defense, legal or equitable, to the Developer’s obligation to fulfill such standards and requirements; provided, that the foregoing will not limit the Department’s liabilities or obligations pursuant to this Agreement., (b) To the maximum extent permitted by Law, and subject to the provisions of this Agreement, the Developer hereby releases and discharges the Department from any and all duty and obligation to cause permitting, Project Right of Way acquisition, Utility Relocation, construction, equipping, operations, maintenance, policing, renewal, replacement, traffic management or other management of or for the Project or the Project Right of Way, by the Department, to satisfy the standards and requirements set forth in the Project Agreements that has been allocated to the Developer hereunder; provided, that the foregoing will not limit the Department’s liability or obligations under this Agreement. The Department will be entitled to remedies for Non-Conforming Work pursuant to Section 8.11(b).‌ (c) No rights of the Department described in Section 10.06(a), no exercise or failure to exercise such rights, no failure of the Department to meet any particular standard of care in the exercise of such rights, no issuance of permits or certificates of completion or acceptance and no Project Completion of the Project or any Project Enhancement will:‌ (i) relieve the Developer from performance of the Work or of its responsibility for the selection and the competent performance of its Contractors; (ii) relieve the Developer of any of its obligations or liabilities under the Project Agreements; (iii) be deemed or construed to waive any of the Department’s rights and remedies under the Project Agreements; or (iv) be deemed or construed as any kind of representation or warranty, express or implied, by the Department, except as expressly noted therein. (d) Notwithstanding Section 10.06(a), (b) and (c) above: (i) any Limited Notices to Proceed, Notices to Proceed and certificates or notices of Service Commencement and Project Completion will be binding on the Department and the Developer will be entitled to rely thereon; provided however, that the delivery of such notices and certificates will not constitute a waiver by the Department of any breach of this Agreement by the Developer or relieve the Developer of any of its obligations hereunder; and (ii) the Developer will be entitled to rely on specific approved written Deviations and interpretative engineering decisions the Department gives pursuant to this Agreement in accordance with the Technical Requirements, the Design-Build Contract or any Development Contract, and any Law.

Limitations on the Developer’s Right to Rely. ‌ (a) The Developer expressly acknowledges and agrees that the Department’s rights, if any, under the Project Agreements:‌ (i) to review, comment on, approve, disapprove and/or accept designs, plans, specifications, work plans, construction, equipment, installation, plans for maintenance, traffic management, policing and/or Project management, books, records, reports or statements, or documents pertaining to Developer Debt and Financing Assignments, (ii) to review, comment on and approve or disapprove qualifications and performance of, and to communicate with, Contractors, and (iii) to perform Oversight Services, exist solely for the benefit and protection of the Department, do not create or impose upon the Department any standard or duty of care toward any Developer Party, all of which are hereby disclaimed, may not be relied upon, nor may the Department’s exercise or failure to exercise any such rights be relied upon, by the Developer in determining whether the Developer has satisfied the standards and requirements set forth in this Agreement and may not be asserted, nor may the Department’s exercise or failure to exercise any such rights be asserted, against the Department by the Developer as a defense, legal or equitable, to the Developer’s obligation to fulfill such standards and requirements; provided, that the foregoing will not limit the Department’s liabilities or obligations pursuant to this Agreement. (b) To the maximum extent permitted by Law, and subject to the provisions of this Agreement, the Developer hereby releases and discharges the Department from any and all duty and obligation to cause permitting, Project Right of Way acquisition, Utility Relocation, construction, equipping, operations, maintenance, policing, renewal, replacement, traffic management or other management of or for the Project or the Project Right of Way, by the Department, to satisfy the standards and requirements set forth in the Project Agreements that that‌ has been allocated to the Developer hereunder; provided, that the foregoing will not limit the Department’s liability or obligations under this Agreement. The Department will be entitled to remedies for Non-Conforming Work pursuant to Section 8.11(b).‌8.11(b). (c) No rights of the Department described in Section 10.06(a), no exercise or failure to exercise such rights, no failure of the Department to meet any particular standard of care in the exercise of such rights, no issuance of permits or certificates of completion or acceptance and no Project Completion of the Project or any Project Enhancement will:‌ (i) relieve the Developer from performance of the Work or of its responsibility for the selection and the competent performance of its Contractors; (ii) relieve the Developer of any of its obligations or liabilities under the Project Agreements; (iii) be deemed or construed to waive any of the Department’s rights and remedies under the Project Agreements; or (iv) be deemed or construed as any kind of representation or warranty, express or implied, by the Department, except as expressly noted therein. (d) Notwithstanding Section 10.06(a), (b) and (c) above: (i) any Limited Notices to Proceed, Notices to Proceed and certificates or notices of Service Commencement and Project Completion will be binding on the Department and the Developer will be entitled to rely thereon; provided however, that the delivery of such notices and certificates will not constitute a waiver by the Department of any breach of this Agreement by the Developer or relieve the Developer of any of its obligations hereunder; and (ii) the Developer will be entitled to rely on specific approved written Deviations and interpretative engineering decisions the Department gives pursuant to this Agreement in accordance with the Technical Requirements, the Design-Build Contract or any Development Contract, and any Law.

Limitations on the Developer’s Right to Rely. ‌ (a) The Developer expressly acknowledges and agrees that the Department’s rights, if any, under the Project Agreements:‌Agreements: (i) to review, comment on, approve, disapprove and/or accept designs, plans, specifications, work plans, construction, equipment, installation, plans for maintenance, traffic management, policing and/or Project management, books, records, reports or statements, or documents pertaining to Developer Debt and Financing Assignments, (ii) to review, comment on and approve or disapprove qualifications and performance of, and to communicate with, Contractors, and (iii) to perform Oversight Services, exist solely for the benefit and protection of the Department, do not create or impose upon the Department any standard or duty of care toward any Developer Party, all of which are hereby disclaimed, may not be relied upon, nor may the Department’s exercise or failure to exercise any such rights be relied upon, by the Developer in determining whether the Developer has satisfied the standards and requirements set forth in this Agreement and may not be asserted, nor may the Department’s exercise or failure to exercise any such rights be asserted, against the Department by the Developer as a defense, legal or equitable, to the Developer’s obligation to fulfill such standards and requirements; provided, that the foregoing will not limit the Department’s liabilities or obligations pursuant to this Agreement. (b) To the maximum extent permitted by Law, and subject to the provisions of this Agreement, the Developer hereby releases and discharges the Department from any and all duty and obligation to cause permitting, Project Right of Way acquisition, Utility Relocation, construction, equipping, operations, maintenance, policing, renewal, replacement, traffic management or other management of or for the Project or the Project Right of Way, by the Department, to satisfy the standards and requirements set forth in the Project Agreements that has been allocated to the Developer hereunderAgreements; provided, that the foregoing will not limit the Department’s liability or obligations under this Agreement. The Department will be entitled to remedies for Non-Conforming Work pursuant to Section 8.11(b).‌8.11(b). (c) No rights of the Department described in Section 10.06(a), no exercise or failure to exercise such rights, no failure of the Department to meet any particular standard of care in the exercise of such rights, no issuance of permits or certificates of completion or acceptance and no Project Completion of the Project or any Project Enhancement will:‌will: (i) relieve the Developer from performance of the Work or of its responsibility for the selection and the competent performance of its Contractors; (ii) relieve the Developer of any of its obligations or liabilities under the Project Agreements; (iii) be deemed or construed to waive any of the Department’s rights and remedies under the Project Agreements; or (iv) be deemed or construed as any kind of representation or warranty, express or implied, by the Department, except as expressly noted therein. (d) Notwithstanding Section 10.06(a), (b) and (c) above: (i) any Limited Notices to Proceed, Notices to Proceed and certificates or notices of Service Commencement and Project Completion will be binding on the Department and the Developer will be entitled to rely thereon; provided however, that the delivery of such notices and certificates will not constitute a waiver by the Department of any breach of this Agreement by the Developer or relieve the Developer of any of its obligations hereunder; and (ii) the Developer will be entitled to rely on specific approved written Deviations and interpretative engineering decisions the Department gives pursuant to this Agreement in accordance with the Technical Requirements, the Design-Build Contract or any Development Contract, and any Law.

Limitations on the Developer’s Right to Rely. ‌ (a) The Developer expressly acknowledges and agrees that the DepartmentLA DOTD’s rights, if any, rights under the Project Agreements:‌Contract Documents: (i) to review, comment on, approve, disapprove and/or accept designs, plans, specifications, work plansany Submittals, construction, equipment, installation, plans for maintenance, traffic management, policing and/or Project management, books, records, reports or statements, or documents pertaining to Developer Debt and Financing Assignments, (ii) to review, comment on and approve or disapprove qualifications and performance of, and to communicate with, ContractorsSubcontractors, and (iii) to perform Oversight Services, exist solely for the benefit and protection of the DepartmentLA DOTD, do not create or impose upon the Department LA DOTD any standard or duty of care toward any Developer Party, all of which are hereby disclaimed, may not be relied upon, nor may the DepartmentLA DOTD’s exercise or failure to exercise any such rights be relied upon, by the Developer in determining whether the Developer has satisfied the standards and requirements set forth in this Agreement and may not be asserted, nor may the DepartmentLA DOTD’s exercise or failure to exercise any such rights be asserted, against the Department LA DOTD by the Developer as a defense, legal or equitable, to the Developer’s obligation to fulfill such standards and requirementsrequirements as otherwise set forth in the Contract Documents; provided, that the foregoing will not limit the DepartmentLA DOTD’s liabilities or obligations for Delay Events and Compensation Events pursuant to this Agreement. (b) To the maximum extent permitted by Law, and subject to the provisions of this Agreement, the Developer hereby releases and discharges the Department LA DOTD from any and all duty and obligation to cause permitting, Project Right of Way acquisition, Utility Relocation, construction, equipping, operations, maintenance, policing, renewal, replacement, traffic management or other management of or for the Project or the Project Right of Way, by the DepartmentLA DOTD, to satisfy the standards and requirements set forth in the Project Agreements Contract Documents that has have been allocated to the Developer hereunder; provided, provided that the foregoing will not limit the DepartmentLA DOTD’s liability or obligations for Delay Events and Compensation Events under this Agreement. The Department will be entitled to remedies for Non-Conforming Work pursuant to Section 8.11(b).‌. (c) No rights of the Department LA DOTD described in Section 10.06(a), no exercise or failure to exercise such rights, no failure of the Department LA DOTD to meet any particular standard of care in the exercise of such rights, no issuance of permits or certificates of completion or acceptance and no Project Completion of the Project Final Acceptance or any Project LA DOTD Enhancement will:‌will: (i) relieve the Developer from performance of the Work or of its responsibility for the selection and the competent performance of its ContractorsSubcontractors; (ii) relieve the Developer of any of its obligations or liabilities under the Project AgreementsContract Documents; (iii) be deemed or construed to waive any of the DepartmentLA DOTD’s rights and remedies under the Project AgreementsContract Documents; or (iv) be deemed or construed as any kind of representation or warranty, express or implied, by the DepartmentLA DOTD, except as expressly noted therein. (d) Notwithstanding the provisions in Section 10.06(a) through Section 10.06(c), (b) and (c) above: (i) any Limited Notices the Notice to Proceed, Notices to Proceed Commencement of Construction Certificate, Partial Acceptance Certificate, and certificates or notices of Service Commencement and Project Completion Final Acceptance Certificate will be binding on the Department LA DOTD and the Developer will be entitled to rely thereon; provided provided, however, that the delivery of such notices notice and certificates will not constitute a waiver by the Department LA DOTD of any breach of this Agreement by the Developer or relieve the Developer of any of its obligations hereunderunder the Contract Documents; and (ii) the Developer LA DOTD’s review and approval of plans and specifications for the Project will be entitled to rely on specific approved written Deviations and interpretative engineering decisions the Department gives pursuant to this Agreement in accordance with the Technical Requirements, the Design-Build Contract or any Development Contract, and any LawL.R.S. § 2084.6.A(2).