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Texas Department of Transportation
DEWITT C. GREER STATE HIGHWAY BLDG. • 125 E. 11TH STREET • AUSTIN, TEXAS 78701-2483 • (512) 463-8585
June 30, 2009
Mr. Jose Labarra
SH 130 Concession Company, LLC
7700 Chevy Chase Drive
Chase Park One, Suite 350
Austin, Texas 78752-1562
RE: Change Order No. 3 (Reverse Stacking at CR 222 and CR 218) and
Facility Concession Agreement (FCA) Amendment No. 6
Dear Mr. Labarra:
This letter is being delivered to you to issue Change Order No.3 pursuant to Article 14
of the FCA for the SH 130, Segments 5&6 facility dated March 22. 2007, (as amended,
the FCA) between the Texas Department of Transportation (TxDOT) and SH 130
Concession Company, LLC (Developer).
Initially capitalized terms not otherwise
defined in this letter shall have the meanings given those terms in the FCA.
Change Order No. 3 implements Change Request No. 1 dated April 22, 2009, which
was submitted by Developer on April 23, 2009 (the Change Request). Pursuant to
Change Order No. 3, Developer shall revise the design of the Facility based on the
Change Request and the following FCA Amendment No. 6:
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, TxDOT and the Developer agree as follows:
1. Attachment 9 (Cross Road Matrix) to Book 2 (Technical Requirements) of the
FCA is amended by changing the position (over/under) of CR 222 and CR 218
(Maple Street). The Cross Road Matrix shall be amended to reflect CR 222 and
CR 218 cross "Over SH 130"
2. As hereby amended the FCA is in full force and effect.
Approval of Change Order No. 3 does not grant any additional deviations or
amendments other than the amendment listed above.
THE TEXAS PLAN
REDUCE CONGESTION • ENHANCE SAFETY • EXPAND ECONOMIC OPPORTUNITY • IMPROVE AIR QUALITY
INCREASE THE VALUE OF OUR TRANSPORTATION ASSETS
An Equal Opportunity Employer


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Mr. Jose Labarra
SH 130 FCA Amendment No. 6
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June 30, 2009
TxDOT's acceptance of the Change Request as reflected in this Change Order No. 3 is
conditioned upon the following:
1. Developer shall be solely responsible for payment of any increased costs
associated with utility adjustments and utility easements resulting from the
Change Request.
2. Notwithstanding anything to the contrary contained in this Change Order No. 3 or
in the FCA, TxDOT will not be liable for toll impacts, for any revenue losses, or
other direct Developer impacts resulting from the future expansion of CR 222 or
CR 218 to the Ultimate Configuration (the "Future Expansion"), provided that
(i): TxDOT utilizes good industry practice and construction methods to carry out
such Future Expansion and (ii) in the event that TxDOT hires a third party
contractor to perform any portion of the Future Expansion, TxDOT shall use
commercially reasonable efforts to obtain from such third party contractor,
through insurance or otherwise, an indemnity of Developer for any physical
damage to the Facility or third party claims resulting from the work performed by
such third party contractor in connection with the Future Expansion.
The specific details, cost and scope of Change Order No. 3 are included in the Change
Request and related correspondence from Tim Brunette to Frank Holzmann dated
April 7, 2009, a copy of which is attached hereto and incorporated herein for all
purposes.
In addition to the conditions and amendments set forth above, Developer shall be solely
responsible for payment of any increased costs, for any revenue losses and for any
Facility Schedule delays or other impacts resulting from this change order and FCA
amendment.
If the foregoing correctly reflects your understanding of our mutual agreement, please
so indicate by signing both copies of this letter in the space provided and returning a
signed original to the office of Frank Holzmann.


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Mr. Jose Labarra
SH 130 FCA Amendment No. 6
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June 30, 2009
This letter may be signed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.
Sincerely,
DillipEDum
hillip (
Russell, P.E.
Assistant Executive Director
Innovative Project Development
Attachments:
Correspondence dated April 7, 2009 from Tim Brunette to
Frank Holzmann.
Change Request No. 1 dated 04/22/2009
CC:
Don Toner, SRWA, Texas Turnpike Authority Division, TxDOT
Brett Jackson, FHWA
Frank P. Holzmann P.E., San Antonio District, SAMI Office
ACCEPTED AND AGREED TO
THIS_137h
DAY OF JUNE, 2009
AVErST
SH 130 CONCE.
SŞION COMPANY, LLC
By:
Name:
Jose Labarra
Title:
Chief Executive Officer
