
=== PDF PAGE 1 ===
DocuSign Envelope ID: 635A94FE-DDD7-4995-A687-5DDD2A4965D7
AMENDMENT NO. 23 TO
FACILITY CONCESSION AGREEMENT
SH 130, SEGMENTS 5 & 6 FACILITY
THIS AMENDMENT NO. 23 TO FACILITY,2902OCESSION AGREEMENT (this
"Amendment") is entered into and effective as of _
_ 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 "Agreement"), together with related agreements
collectively referred to in the Agreement as the "FCA Documents." All capitalized terms used but
not defined herein shall have the meanings set forth in the Agreement.
B.
TxDOT and Developer desire to amend the FCA Documents 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 to the following amendments to the FCA Documents:
Changes to Technical Requirements (Book 2).
a. Section 2.4.3 of the Technical Requirements is hereby amended to read as
follows:
"The minimum required contents of the Monthly Report, Quarterly
Report and Annual Report are set forth in Attachment 3 - Reporting
Requirements Summary. These reports shall be Submitted for
TxDOT review and comment no later than the deadlines set forth
below:
Report
Monthly Report
Deadline
10 working days after the end of each
-
calendar month
Quarterly Report
10 working days after the end of each quarter
Annual Report
28 days following the end of each calendar
year."
b. Article 17 of the Technical Requirements is hereby amended to read as follows:
"17 INTELLIGENT TRAFFIC SUB-SYSTEM
17.1
General Requirements
The Intelligent Traffic Sub-system (ITS) includes the following
distinct elements:


=== PDF PAGE 2 ===
DocuSign Envelope ID: 635A94FE-DDD7-4995-A687-5DDD2A4965D7
1. The infrastructure required for the ITS.
2. Ihe intelligent sub-systems and components of the ITS.
3. The communications network for the ITS.
4. A management facility for operating the segment ITS.
In the FMP, Developer shall set forth an approach, procedures and
methods for any ITS elements proposed. As a minimum, all
clements of the Facility ITS shall be technically compatible and
interoperable with planned or operating ITS system components on
Related Transportation Facilities.
17.2 Trigger for Integration of ITS
Developer shall design and submit a proposal to TxDOT to install
and integrate an ITS no later than 12 months after the first occasion
on which more than four Hourly Flows in a calendar month exceed
3,000 passenger car units per hour."
c. Within Section 19.7.3 of the Technical Requirements, the second instance of
subsection
19.7.3.1, captioned Independent Engineer Assessment of
Developer's O&M Records, shall be renumbered and hereby amended to read
19.7.3.2.
d. Table 19.8.5-1 of the Technical Requirements, Residual Life Table, Element
Category Road Pavement, Residual Life Methodology (RLM) Requirement is
hereby amended to read:
"RLM shall be capable of calculation of residual life for each one-
half (0.5) mile PMIS data collection section, which shall consist of
five (5) contiguous one-tenth (0.1) mile Auditable Sections.
For a nominal 10-year Residual Lite at Handback, 85% of Auditable
Sections shall have a Residual Life exceeding 10 years, and no
Auditable Section shall have a calculated Residual Life of less than
5 years."
2.
Changes to Technical Requirements (Book 2), Attachment 3 - Monthly, Quarterly
and Annual Reporting Requirements.
a. Attachment 3, Table 1: Monthly Report, Item 18 is hereby amended to read as
follows:
18
Asset Condition Score
Section 19.7.2
the
Summary of current asset condition and details of Technical
physical defects identified within the Facility (details
Requirements
obtained from the Condition Reports).
2


=== PDF PAGE 3 ===
DocuSign Envelope ID: 635A94FE-DDD7-4995-A687-5DDD2A4965D7
b. Attachment 3, Table 1: Monthly Report, Item 21 is hereby amended to read as
follows:
21
Iraining Record
Section 4.6.3 of
the Technical
A summary of all training activities performed
Requirements
including attendance at Environmental
Protection
Training Plan (EPTP) training sessions.
T
c. Attachment 3, Table 3: Annual Report, Ref 3 is hereby amended to read as follows:
3
Monthly Report Corrections
Section 2.4.3of
T
the Technical
A statement showing any changes to any Monthly Requirements
Reports when such changes are made after the
conclusion of TxDOT's review and comment period.
d. Attachment 3, Table 3: Annual Report, Ref 6 is hereby amended to read as follows:
6
Toll Report
Section 21 of
the Technical
Suite of automatic audit reports covering all Toll
Requirements
Revenue collection activities.
3.
Change to Facility Concession Agreement, Article 10. Contracting and Labor
Practices. Section 10.1.1 is hereby amended to read as follows:
"Developer shall provide TxDOT and the Independent Engineer with a list
of all Contracts with Contractors performing Work on the Facility during
the monthly reporting period, the Contractors thereunder, guarantees of
such Key Contracts and the guarantors thereunder, with each monthly report
required under this Agreement or the Technical Requirements. Developer
shall allow TxDOT and the Independent Engineer ready access to all
Contracts and records regarding Contracts, including amendments and
supplements to Key Contracts and guarantees thereof; provided, however,
that Developer may provide access thereto by depositing unredacted copies
in the Intellectual Property Escrow as provided in Section 22.5."
Effectiveness of FCA Documents. Except as specifically amended hereby, the
provisions of the FCA Documents, as previously amended by Amendments Nos. 1 - 22 are hereby
confirmed without change.
Binding Effect of Amendment.
• This Amendment is entered into pursuant to
Section 24.3 of the Agreement, and shall be valid, effective and enforceable upon full execution
by the Parties.
3


=== PDF PAGE 4 ===
DocuSign Envelope ID: 635A94FE-DDD7-4995-A687-5DDD2A4965D7
6.
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.
[Remainder of page intentionally left blank]


=== PDF PAGE 5 ===
DocuSign Envelope ID: 635A94FE-DDD7-4995-A687-5DDD2A4965D7
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
as of the day and year first above written.
DEVELOPER:
SH 130 CONCESSION COMPANY, LLC
By: AndrenV Barly II
Andrew V. Bailey II
Chief Executive Officer
TxDOT:
TEXAS DEPARTMENT OF
TRANSPORTATION
By:
DocuSigned by:
AAET 11 BAsS
James M. Bass
Executive Director
