COMPREHENSIVE DEVELOPMENT AGREEMENT
TxDOT STATEWIDE OPEN-ROAD TOLL COLLECTION SYSTEM
Texas Department of Transportation
Texas Turnpike Authority Division
125 East 11th Street
Austin, TX 78761
COMPREHENSIVE DEVELOPMENT AGREEMENT
TxDOT Statewide Open-Road Toll Collection System
TABLE OF CONTENTS
COMPREHENSIVE DEVELOPMENT AGREEMENT
TxDOT Statewide Open-Road Toll Collection System
This Comprehensive Development Agreement (“Agreement”) is entered into by and between the Texas Department of Transportation, a public agency of the State of Texas ("TxDOT"), and_________, a ________ (“Developer”), effective as of _________, 2004, as set forth on the signature page hereto, with reference to the definitions contained in Exhibit A hereto and the following recitals:
TxDOT wishes to develop, design, construct, install and test one or more pilot systems (each, a” Pilot System”) for an open-road electronic toll collection system (the “System”), and to develop, design, construct, install, test, integrate and maintain the System on such TxDOT-owned and/or operated toll roads or portions thereof as TxDOT may, in its discretion, designate at any time during a 5-year Project Segment Designation Period. TxDOT may also, in its discretion, designate at any time during such 5-year Project Segment Designation Period a toll road owned and/or operated by a regional mobility authority or by a developer under contract to TxDOT. For any toll road designated by TxDOT, the Work required to implement the System on each such designated toll road is referred to herein as a “Project Segment.” Development of each Pilot System and each designated Project Segment are collectively referred to herein as the “Project.” Pursuant to Chapter 361 of the Texas Transportation Code (the “Act”) and Sections 27.1-27.5 of Title 43, Texas Administrative Code (the “Rules”), on _______, 2005, TxDOT issued a Request for Detailed Proposals (“RFDP”), and on_______, 2005, received _____ (_) detailed proposals. TxDOT determined that Developer was the proposer which best met the selection criteria contained in the RFDP and that its proposal was the one which provided the best value to the State. The Executive Director of TxDOT has been authorized to enter into this Agreement pursuant to the Act, the Rules and the Texas Transportation Commission Minute Order_____. The parties intend for this Agreement to be a comprehensive development agreement obligating Developer to perform all work necessary to obtain completion of the Project (i) complete each Pilot System for the lump sum fixed price specified in the Proposal with respect to such Pilot System (each, a “Pilot System Price”), as the same may be modified pursuant to the procedures specified herein, by the deadlines specified herein with respect to such Pilot System (each a “Pilot System Deadline”), and (ii) complete each Project Segment by the deadlines determined in accordance with the procedures specified herein (each a “Project Segment Deadline”) for the prices determined in accordance with the procedures specified herein (each, a “Project Segment Price”) subject only to certain specified limited exceptions. Developer submitted with its Proposal fixed Pilot System Prices, and unit prices for each Hypothetical Project Segment described in Exhibit U, to be used as the basis for determining the Project Segment Prices. In order to allow TxDOT to budget for and finance the Project and to reduce the risk of cost overruns, this Agreement includes restrictions affecting Developer's ability to make claims for increases to a Price or extensions of the Completion Deadlines. Developer has agreed in this Agreement to assume such responsibilities and risks and has reflected the assumption of such responsibilities and risks in the Pilot System Prices, and in the procedures specified herein for modifying such Pilot System Prices and for determining the Project Segment Prices. If Developer fails to complete the Project in accordance with the Completion Deadlines set forth in the Contract Documents, then TxDOT and the members of the public represented by TxDOT will suffer substantial losses and damages. The Contract Documents provide that Developer shall pay TxDOT substantial Liquidated Damages if such completion of any Pilot System or Project Segment is delayed. The Agreement provides for TxDOT to authorize development of one or more Pilot Systems upon the issuance of Pilot System NTP 1. The Work for each Project Segment, if any, will be initiated by the parties' agreement upon the terms of a Project Segment Supplement issued by TxDOT, and TxDOT's issuance of additional NTPs for each such Project Segment designated by TxDOT during the Project Segment Designation Period. The Agreement further provides for Developer to maintain the entire System for a price determined on a Project Segment basis in accordance with the procedures specified herein (the “Project Segment Maintenance Price”) for a period of ten years commencing on the date of TxDOT's issuance of Pilot System NTP 1 (the “Maintenance Term”), and provides TxDOT with five consecutive one-year options to require Developer to maintain some or all of any individual Project Segment(s) up to a maximum of fifteen years commencing on the date of TxDOT's issuance of Pilot System NTP 1 (collectively, the “Maintenance Term”). Developer submitted with its Proposal unit prices for maintenance of each Hypothetical Project Segment Scenario described in Exhibit U, to be used as the basis for determining the Project Segment Maintenance Prices in accordance with the procedures provided herein. Any Pilot System that TxDOT directs Developer to develop and maintain as a permanent installation shall, upon Final Acceptance thereof, be considered to be a Project Segment for purposes of determining Developer's post-Final Acceptance obligations herein with respect to such permanent installation, and for purposes of determining the maintenance price for such permanent installation. The System's accuracy and reliability is of paramount importance to TxDOT's ability to finance and build highways to meet the State's infrastructure needs, and TxDOT will suffer substantial losses and damages if the System does not meet the Performance Requirements. The Contract Documents provide that TxDOT shall pay TxDOT substantial Stipulated Damages if the System does not meet the Performance Requirements.
NOW, THEREFORE, in consideration of the sums to be paid to Developer by TxDOT, the foregoing premises and the covenants and agreements set forth herein, the parties hereby agree as follows:
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