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AMENDMENT NO. 19 TO
FACILITY CONCESSION AGREEMENT
SH 130, SEGMENTS 5 & 6 FACILITY
THIS AMENDMENT NO. 19 TO FACILITY CONCESSION AGREEMENT (this
"Amendment") is entered into and effective as of JAN.24, 2017 between the Texas
Department of Transportation, a public agency of the State of Texas ("TxDOT"), and SH 130
Concession Company, LLC, a Delaware limited liability company ("Developer"), with reference
to the following facts:
A.
TxDOT and Developer entered into that certain Facility Concession Agreement
dated as of March 22, 2007 (as amended, the "FCA"), together with related agreements collectively
referred to in the FCA as the "FCA Documents." All capitalized terms used but not defined herein
shall have the meanings set forth in the FCA.
B.
TxDOT and Developer desire to clarify the Asset Condition Scoring process by
amending Technical Requirements (Book 2) of the FCA, Section 19 as provided herein.
NOW, THEREFORE, for good and valuable consideration and the mutual covenants and
agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the
Developer and TxDOT hereby agree as follows:
Changes to Technical Requirements (Book 2), Section 19. Notes to Table 19.7.2.1,
note 1 is hereby deleted in its entirety and replaced with the following:
"Developer shall score each Element within an Element Category in accordance
with Table 19.7.2-1. The lowest score for any Element within an Element Category
shall determine the Asset Condition Score for that Element Category. The
calculation of percentage compliance is demonstrated by the following example for
the Element Category "Pavement Markings, Object Markers, Barrier Markers, and
Delineators":
Assume the Element Category is comprised of three (3) Elements: A) pavement
markings with five (5) Targets; B) raised reflective markers with two (2) Targets;
and, C) delineators and markers with one (1) Target. Assume forty (40) Auditable
Sections.
Pavement markings: assume pavement markings are present in all forty (40)
Auditable Sections, the total number of measurement records would equal two
hundred (200) (5 Targets x 40 Auditable Sections). If one hundred eighty (180) of
these measurement records meet the Target, there would be ninety percent (90%)
compliance. In accordance with Table 19.7.2-1, the Element would score a four
(4).
Raised reflective markers: assume raised reflective markers are present in all forty
(40) Auditable Sections, the total number of measurement records would equal
eighty (80) (2 Targets x 40 Auditable Sections). If seventy-six (76) of these
measurement records meet the Target, there would be ninety-five percent (95%)


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compliance. In accordance with Table 19.7.2-1, the Element would score a five
(5).
Delineators and markers: assume delineators and markers are present in thirty-five
(35) Auditable Sections, the total number of measurement records would equal
thirty-five (35) (1 Target x 35 Auditable Sections). If twenty-seven (27) of these
measurement records meet the Target, there would be seventy-seven and one-tenth
percent (/7.1%) compliance. In accordance with Table 19.7.2-1, the Element
would score a two (2).
The Asset Condition Score for the Element Category in this example is two (2) As
between the three (3) Elements, the lowest scoring Element determines the Element
Category's Asset Condition Score and the lowest scoring Element in this example
is Delineators and markers with a score of two (2)."
2.
Changes to Technical Requirements (Book 2), Section 19. The following is hereby
added to Notes to Table 19.7.2-1 as note 6:
"If an Asset Condition Score for an Element Category is less than three (3), the
Developer may, within ten (10) days after submittal of the Quarterly Report
containing that Asset Condition Score, request a meeting with TxDOT to discuss
the Asset Condition Score. Following the meeting between Developer and TxDOT,
if TxDOT determines the Asset Condition Score is not a reasonable representation
of the condition of the Element Category, TxDOT may waive or defer, at its sole
discretion, the assessment of Noncompliance Points, provided Developer remedies
or repairs the Element(s) that resulted in the Asset Condition Score of less than
three (3), in accordance with the standards and timeframes described in Section
19.2 of these Technical Requirements. Should TxDOT elect to decline Developer's
meeting request, TxDOT shall not assess Noncompliance Points unless Developer
has failed to remedy or repair the Element(s) that resulted in the Asset Condition
Score of less than three (3) in accordance with the standards and within the
timeframes described in Section 19.2 of these Technical Requirements."
Effectiveness of FCA Documents. Except as specifically amended hereby, the
provisions of the FCA Documents, as previously amended by Amendments 1 - 18, are hereby
confirmed without change.
Binding Effect of Amendment. This Amendment is entered into pursuant to
Section 24.3 of the FCA, and shall be valid, effective and enforceable.
Counterparts. This Amendment may be executed in multiple counterparts, each of
which shall be fully effective as an original and all of which together shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 19 to be
duly executed as of the day and year first above written.
DEVELOPER:
SH 130 CONCESSION COMPANY, LLC
By:
Chief Executive Officer
IxDOT:
TEXAS DEPARTMENT OF
TRANSPORTATION
By:
Aemues (TT Batss
James M. Bass
Executive Director
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