Common use of Resolution of TxDOT Comments and Objections Clause in Contracts

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.16.3. DB Contractor Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.16.3. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.16.3. However, if the Submittal is not governed by Section 3.1.36.3.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 6.3.7.1 and would result in a delay to a critical path Critical Path on the Project Facility Schedule, or in an increase in DB ContractorDeveloper’s costscosts or a decrease in Toll Revenues, except pursuant to a TxDOT-Directed TxDOT Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 6.3.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed TxDOT Change. 3.1.7.4. 6.3.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor ▇▇▇▇▇▇▇▇▇ was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 6.3.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.26.3.7.2, 3.1.7.3 6.3.7.3 and 3.1.7.46.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: Dispute Resolution Procedures except (a) as provided otherwise in Section 3.1.76.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 14.3 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s 's directive while retaining any Claim as to the disputed amountmatter.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.16.3. DB Contractor Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.16.3. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.16.3. However, if the Submittal is not governed by Section 3.1.36.3.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 6.3.7.1 and would result in a delay to a critical path Critical Path on the Project Schedule, or in an increase in DB ContractorDeveloper’s costscosts or a decrease in Toll Revenues, except pursuant to a TxDOT-Directed TxDOT Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 6.3.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed TxDOT Change. 3.1.7.4. 6.3.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor ▇▇▇▇▇▇▇▇▇ was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 6.3.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.26.3.7.2, 3.1.7.3 6.3.7.3 and 3.1.7.46.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: Dispute Resolution Procedures except (a) as provided otherwise in Section 3.1.76.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 14.3 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s 's directive while retaining any Claim as to the disputed amountmatter.

Resolution of TxDOT Comments and Objections. 3.1.7.1. (a) If the Submittal is one not governed by Section 3.1.34.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor (b) Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.14.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.14.1.7(a). DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.14.1. However, if the Submittal is not governed by Section 3.1.34.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 4.1.7(a) and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. (c) The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor ▇▇▇▇▇▇▇▇▇ believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. (d) If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor ▇▇▇▇▇▇▇▇▇ was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. (e) After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.24.1.7(b), 3.1.7.3 4.1.7(c) and 3.1.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.74.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 12.1.1(b) with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.comments 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-TxDOT- Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. (a) If the Submittal is one not governed by Section 3.1.34.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor (b) Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.14.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.14.1.7(a). DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.14.1. However, if the Submittal is not governed by Section 3.1.34.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 4.1.7(a) and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. (c) The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor ▇▇▇▇▇▇▇▇▇ believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. (d) If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor ▇▇▇▇▇▇▇▇▇ was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. (e) After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.24.1.7(b), 3.1.7.3 4.1.7(c) and 3.1.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.74.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 12.1.1(b) with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or the Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which that reflect concerns regarding interpretation or preferences of the commenter or which that otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation of why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes demonstrates would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this such notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.Section 7.13.1.7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion.otherwise 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT▇▇▇▇▇’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. (a) If the Submittal is one not governed by Section 3.1.34.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor (b) Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.14.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.14.1.7(a). DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.14.1. However, if the Submittal is not governed by Section 3.1.34.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 4.1.7(a) and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. (c) The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor ▇▇▇▇▇▇▇▇▇ believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. (d) If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. (e) After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.24.1.7(b), 3.1.7.3 4.1.7(c) and 3.1.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.74.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 12.1.1(b) with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT▇▇▇▇▇’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.16.3. DB Contractor Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.16.3. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.16.3. However, if the Submittal is not governed by Section 3.1.36.3.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 6.3.7.1 and would result in a delay to a critical path Critical Path on the Project Facility Schedule, or in an increase in DB ContractorDeveloper’s costscosts or a decrease in Toll Revenues, except pursuant to a TxDOT-Directed TxDOT Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 6.3.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed TxDOT Change. 3.1.7.4. 6.3.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor ▇▇▇▇▇▇▇▇▇ was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the DB Contractor ▇▇▇▇▇▇▇▇▇ does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability.not 3.1.7.5. 6.3.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.26.3.7.2, 3.1.7.3 6.3.7.3 and 3.1.7.46.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: Dispute Resolution Procedures except (a) as provided otherwise in Section 3.1.76.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 14.3 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s 's directive while retaining any Claim as to the disputed amountmatter.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.16.3. DB Contractor Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.16.3.7. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract DBA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this AgreementDBA, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract DBA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this AgreementDBA, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.16.3. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract DBA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this AgreementDBA, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval comments and objections shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term term, or provision of the Contract Documents or the Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation obligation, or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, Approval or in order to obtain, modify, amend, supplement, renew, extend, waive waive, or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental ApprovalApproval or, or in order to obtain, modify, amend, supplement, renew, extend, waive waive, or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which that reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.that otherwise 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, Schedule or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation of why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes demonstrates would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and objections and that if the DB Contractor does not address those comments and objections within five Business Days after receipt of this such notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) Deadlines or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: except (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.3.1.7 and

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract DBA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.and

Resolution of TxDOT Comments and Objections. 3.1.7.1. (a) If the Submittal is one not governed by Section 3.1.34.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor (b) Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.14.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.14.1.7(a). DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.14.1. However, if the Submittal is not governed by Section 3.1.34.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 4.1.7(a) and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. (c) The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. (d) If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. (e) After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.24.1.7(b), 3.1.7.3 4.1.7(c) and 3.1.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.74.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 12.1.1(b) with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval comments and objections shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term term, or provision of the Contract Documents or the Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation obligation, or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, Approval or in order to obtain, modify, amend, supplement, renew, extend, waive waive, or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental ApprovalApproval or, or in order to obtain, modify, amend, supplement, renew, extend, waive waive, or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which that reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.that otherwise 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, Schedule or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation of why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes demonstrates would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and objections and that if the DB Contractor does not address those comments and objections within five Business Days after receipt of this such notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) Deadlines or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: except (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.3.1.7 and

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or the Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.and 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation of why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes demonstrates would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this such notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT▇▇▇▇▇’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.13.1.7. 7.11. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT▇▇▇▇▇’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objectionsTexas Department of Transportation RFP Addendum 23 Horseshoe Project 17 Design-Build Agreement September 17,20, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.2012 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and make modifications to the Submittal and, except as necessary to fully reflect and resolve all such comments and objectionsprovided below, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.make 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.16.3. However, if the Submittal is not governed by Section 3.1.36.3.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 6.3.7.1 and would result in a delay to a critical path Critical Path on the Project Schedule, or in an increase in DB ContractorDeveloper’s costscosts or a decrease in Toll Revenues, except pursuant to a TxDOT-Directed TxDOT Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 6.3.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed TxDOT Change. 3.1.7.4. 6.3.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor ▇▇▇▇▇▇▇▇▇ was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 6.3.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.26.3.7.2, 3.1.7.3 6.3.7.3 and 3.1.7.46.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: Dispute Resolution Procedures except (a) as provided otherwise in Section 3.1.76.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 14.3 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s 's directive while retaining any Claim as to the disputed amountmatter.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.Section 7.13.1.7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or the Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.and 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation of why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this such notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.16.3. DB Contractor Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.16.3. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.16.3. However, if the Submittal is not governed by Section 3.1.36.3.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 6.3.7.1 and would result in a delay to a critical path Critical Path on the Project Facility Schedule, or in an increase in DB ContractorDeveloper’s costscosts or a decrease in Toll Revenues, except pursuant to a TxDOT-Directed TxDOT Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 6.3.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed TxDOT Change. 3.1.7.4. 6.3.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 6.3.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.26.3.7.2, 3.1.7.3 6.3.7.3 and 3.1.7.46.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: Dispute Resolution Procedures except (a) as provided otherwise in Section 3.1.76.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 14.3 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s 's directive while retaining any Claim as to the disputed amountmatter.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.16.3. DB Contractor Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.16.3. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.16.3. However, if the Submittal is not governed by Section 3.1.36.3.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 6.3.7.1 and would result in a delay to a critical path Critical Path on the Project Facility Schedule, or in an increase in DB ContractorDeveloper’s costscosts or a decrease in Toll Revenues, except pursuant to a TxDOT-Directed TxDOT Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 6.3.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed TxDOT Change. 3.1.7.4. 6.3.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor ▇▇▇▇▇▇▇▇▇ was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 6.3.7.5 After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.26.3.7.2, 3.1.7.3 6.3.7.3 and 3.1.7.46.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: Dispute Resolution Procedures except (a) as provided otherwise in Section 3.1.76.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 14.3 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s 's directive while retaining any Claim as to the disputed amountmatter.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.and 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.16.3. DB Contractor Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.16.3. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.16.3. However, if the Submittal is not governed by Section 3.1.36.3.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 6.3.7.1 and would result in a delay to a critical path Critical Path on the Project Schedule, or in an increase in DB ContractorDeveloper’s costscosts or a decrease in Toll Revenues, except pursuant to a TxDOT-Directed TxDOT Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 6.3.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed TxDOT Change. 3.1.7.4. 6.3.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 6.3.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.26.3.7.2, 3.1.7.3 6.3.7.3 and 3.1.7.46.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: Dispute Resolution Procedures except (a) as provided otherwise in Section 3.1.76.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 14.3 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s 's directive while retaining any Claim as to the disputed amountmatter.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.and 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor ▇▇▇▇▇▇▇▇▇ believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.16.3. DB Contractor Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.16.3. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.16.3. However, if the Submittal is not governed by Section 3.1.36.3.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 6.3.7.1 and would result in a delay to a critical path Critical Path on the Project Schedule, or in an increase in DB ContractorDeveloper’s costscosts or a decrease in Toll Revenues, except pursuant to a TxDOT-Directed TxDOT Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 6.3.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed TxDOT Change. 3.1.7.4. 6.3.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor ▇▇▇▇▇▇▇▇▇ was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability.failure 3.1.7.5. 6.3.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.26.3.7.2, 3.1.7.3 6.3.7.3 and 3.1.7.46.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: Dispute Resolution Procedures except (a) as provided otherwise in Section 3.1.76.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 14.3 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s 's directive while retaining any Claim as to the disputed amountmatter.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objectionsTexas Department of Transportation RFP Addendum 12 Horseshoe Project 17 Design-Build Agreement August 29,September 17, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.2012 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT▇▇▇▇▇’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. (a) If the Submittal is one not governed by Section 3.1.34.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor (b) Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.14.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.14.1.7(a). DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.14.1. However, if the Submittal is not governed by Section 3.1.34.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 4.1.7(a) and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. (c) The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. (d) If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. (e) After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.24.1.7(b), 3.1.7.3 4.1.7(c) and 3.1.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.74.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 12.1.1(b) with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences Texas Department of the commenter or which otherwise do not directly relate Transportation US 77 Upgrade from Kingsville to grounds set forth in Section 3.1.Driscoll Project October 3,23, 2012 15 RFP Addendum 12 Design-Build Agreement 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT▇▇▇▇▇’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection to obje make ction all and changes necessary full acceptance of to all Texas Department of Transportation Loop 375 – Border Highway West Extension Project February 18, 2014 20 RFP Addendum #3 Development Agreement responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry ▇▇▇▇ ▇▇▇▇ Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.and 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1.fully 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. (a) If the Submittal is one not governed by Section 3.1.34.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor (b) Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.14.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.14.1.7(a). DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.14.1. However, if the Submittal is not governed by Section 3.1.34.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 4.1.7(a) and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. (c) The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor ▇▇▇▇▇▇▇▇▇ believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. (d) If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. (e) After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.24.1.7(b), 3.1.7.3 4.1.7(c) and 3.1.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.74.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 12.1.1(b) with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract DBA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.and

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract CDA Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT▇▇▇▇▇’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-TxDOT- Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT▇▇▇▇▇’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB ContractorDeveloper’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 3.1.7.2 Developer shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor Developer acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB ContractorDeveloper’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT▇▇▇▇▇’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor Developer was to have addressed TxDOT’s comments and that if the DB Contractor Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractoraccommodate and res Developer’s olve the co agreement mment or to obje make ction all and changes necessary to accommodate and resolve the comment or objection and full acceptance of to all Texas Department of Transportation SH 99 Grand Parkway Project June 19July 2, 2012 18 RFP Addendum 1 2 Development Agreement responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT ▇▇▇▇▇ receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.

Resolution of TxDOT Comments and Objections. 3.1.7.1. 6.3.7.1 If the Submittal is one not governed by Section 3.1.36.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract FA Documents or Project Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor Developer has not provided all content or information required with in respect to of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.16.3. DB Contractor Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.16.3. 7.1. DB Contractor Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.16.3. However, if the Submittal is not governed by Section 3.1.36.3.3, the foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 6.3.7.1 and would result in a delay to a critical path Critical Path on the Project applicable Facility Schedule, or in an increase in DB ContractorDeveloper’s costscosts or a decrease in Toll Revenues, except pursuant to a TxDOT-Directed TxDOT Change. If, however, DB Contractor Developer does not accommodate or otherwise resolve any comment or objection, DB Contractor Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 6.3.7.3 The foregoing shall in no way be deemed to obligate DB Contractor Developer to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed TxDOT Change. 3.1.7.4. 6.3.7.4 If DB Contractor Developer fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor Developer a written notice stating the date by which the DB Contractor ▇▇▇▇▇▇▇▇▇ was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability.have 3.1.7.5. 6.3.7.5 After TxDOT receives DB ContractorDeveloper’s explanation as to why the modifications are not required as provided in Sections 3.1.7.26.3.7.2, 3.1.7.3 6.3.7.3 and 3.1.7.46.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: Dispute Resolution Procedures except (a) as provided otherwise in Section 3.1.76.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 14.3 with respect to the disputed matter, DB Contractor Developer shall proceed in accordance with TxDOT’s 's directive while retaining any Claim as to the disputed amountmatter.

Resolution of TxDOT Comments and Objections. 3.1.7.1. If the Submittal is one not governed by Section 3.1.3, TxDOT▇▇▇▇▇’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project Schedule, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as Texas Department of Transportation US 77 Upgrade from Kingsville to the disputed amount.Driscoll Project October 3, 2012 18 RFP Addendum 1 Design-Build Agreement

Resolution of TxDOT Comments and Objections. 3.1.7.1. 3.1.7.1 If the Submittal is one not governed by Section 3.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the Contract Documents or Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) DB Contractor has not provided all content or information required with respect to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 3.1.7.2. 3.1.7.2 DB Contractor shall respond to all of TxDOT’s comments and objections to a Submittal and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 3.1. DB Contractor acknowledges that TxDOT may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 3.1.7.1 and would result in a delay to a critical path on the Project ScheduleSchedule or, or in an increase in DB Contractor’s costs, except pursuant to a TxDOT-TxDOT- Directed Change. If, however, DB Contractor does not accommodate or otherwise resolve any comment or objection, DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3. 3.1.7.3 The foregoing shall in no way be deemed to obligate DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT-Directed Change. 3.1.7.4. 3.1.7.4 If DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to the DB Contractor a written notice stating the date by which the DB Contractor was to have addressed TxDOT’s comments and that if the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 3.1.7.5. 3.1.7.5 After TxDOT receives DB Contractor’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 3.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 13.1.1.2 with respect to the disputed matter, DB Contractor shall proceed in accordance with TxDOT’s directive while retaining any Claim as to the disputed amount.