CONCESSION AGREEMENT for the PRESIDIO PARKWAY PROJECT

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4.7.9 Developer is not then in receipt of any notice of default from any Lender unlessany such noticed default has been cured, and no Lender has otherwise indicated that it isunwilling or unable to presently fund Developer’s costs of the D&C Work and O&M Work; and4.7.10 The Department has given its final acceptance of the work to be performed inPhase I of the Project.4.8 Construction Commencement Deadline and Project Schedule4.8.1 Developer shall commence the Construction Work no later than the ConstructionCommencement Deadline.4.8.2 Developer shall perform the D&C Work in accordance with the Project Schedule.Each Project Schedule submission and update shall comply with [Section __ of Division __ andother provisions set forth in the Technical Requirements].4.9 Substantial Completion and Final Acceptance4.9.1 Substantial CompletionDeveloper shall exercise its best efforts to achieve Substantial Completion on or beforethe Scheduled Substantial Completion Date. Failure to achieve Substantial Completion by theLong Stop Date is a Developer Default under Section 18.1.4.9.2 Conditions to Substantial Completion4.9.2.1 The Department will issue a notice of Substantial Completion uponsatisfaction of all the following conditions for the entire Project:1. Developer has completed the design and construction of Phase II of theProject in accordance with the Contract Documents, including all Projectequipment required to be installed and commissioned by Developer, exceptfor Punch List items;2. All lanes of traffic as set forth in the Design Documents are in their finalconfiguration and Developer has certified that such lanes can be opened totraffic;3. The relevant systems and equipment installed by Developer have passed thetests required under the Contract Documents and Developer has delivered tothe Department all reports, data and documentation relating to such tests;4. All Utility Adjustment Work and other work that Developer is obligated toperform for or on behalf of third parties as required by the ContractDocuments complies with the requirements of the applicable agreements withsuch third parties, and Developer has paid for all work by third parties thatDeveloper is obligated to pay for, other than disputed amounts;5. Developer has received, and paid all associated fees due and owing for, allapplicable Governmental Approvals and other third-party approvals requiredfor use and operation of the Project, and there exists no uncured violation ofCALIFORNIA DEPARTMENT OF TRANSPORTATION - 16 - DraftPresidio Parkway ProjectCONCESSION AGREEMENTContract # [XXXXXX]Financial Management # [XXXXXXXXXX]
the terms and conditions of any such Governmental Approval or other thirdpartyapprovals;6. All plans, manuals and reports for the O&M Work to be performed during theOperating Period have been submitted and accepted by the Department asrequired under the Contract Documents;7. Developer has made all deposits to the Intellectual Property Escrow requiredat or prior to Substantial Completion pursuant to Section 21.5;8. There exist no uncured Developer Defaults (except any Developer Defaultwhich will be cured by achieving Substantial Completion);9. The O&M Security required under Section 16.2.3 has been obtained and is infull force and effect, and Developer has delivered to the Department, asapplicable, certified and conformed copies of the bond, original letter of creditand the original multiple obligee rider. If Developer procures the surety bonddirectly, Developer shall deliver to the Department the originals of the bond;and10. Developer has prepared and submitted the Punch List in accordance with theprocedures and schedules set forth in the Project Management Plan.4.9.2.2 Approximately [60] days prior to the date on which Developer expectsto achieve Substantial Completion, Developer shall provide written notice to theDepartment so as to allow the Department to promptly commence its review of thoseconditions to Substantial Completion amenable to being reviewed at the time of thenotice. Developer shall thereafter provide the Department with written notification ofthe date Developer determines it has achieved Substantial Completion. During the[14]-day period following receipt of such notice, Developer and the Department shallmeet and confer to facilitate the Department's determination of whether Developer hasmet the criteria for Substantial Completion.4.9.2.3 Within [14] days following such meeting, the Department shallconduct an inspection of the Project and its components, a review of the Final DesignDocuments, Construction Documents, other Submittals and such other investigation asmay be necessary to evaluate whether Substantial Completion is achieved.4.9.2.4 Within the [14]-day period described in Section 4.9.2.3, theDepartment shall either (a) issue the written notice of Substantial Completion, effectiveas of the date that the conditions to Substantial Completion were actually satisfied; or(b) notify Developer in writing of the reasons why Substantial Completion has not beenachieved. If the Department and Developer cannot agree as to the date of SubstantialCompletion, such Dispute shall be resolved according to the Dispute ResolutionProcedures; provided, however, that the Parties may proceed directly to the DisputesReview Board and need not comply with subsections 1 through 4 as described inSection 24.2.1.4.9.2.5 In connection with the Department’s issuance of the notice ofSubstantial Completion, the Department shall have the right in its reasonable discretionto add items to the Punch List to address incomplete work or work in need of repair.CALIFORNIA DEPARTMENT OF TRANSPORTATION - 17 - DraftPresidio Parkway ProjectCONCESSION AGREEMENTContract # [XXXXXX]Financial Management # [XXXXXXXXXX]
Page 1 and 2: CONCESSION AGREEMENTfor thePRESIDIO
Page 3 and 4: 4.5.5 Utility Permit Applications .
Page 5 and 6: 6.6 Increased Oversight, Testing an
Page 7 and 8: 15.3 Mandatory Terms of Project Deb
Page 9 and 10: Completion ........................
Page 11 and 12: LIST OF APPENDICESAppendix: Name:-1
Page 13 and 14: CONCESSION AGREEMENTPRESIDIO PARKWA
Page 15 and 16: 1.3 Principal Developer DocumentsEx
Page 17 and 18: ARTICLE 3. Department review and ov
Page 19 and 20: 3.3.4 Submittals Not Subject to Pri
Page 21 and 22: Contract Documents to review, comme
Page 23 and 24: identified in Developer’s Project
Page 25 and 26: CFR Part 645, Subpart A. Developer
Page 27: 4.6.4 Developer has provided a full
Page 31 and 32: 4.9.3.4 Within the [20]-day period
Page 33 and 34: 4.10.2.3 The remaining amounts of t
Page 35 and 36: Documents in incorporating material
Page 37 and 38: encompass matters that are addresse
Page 39 and 40: 5.2.5 Environmental ComplianceThrou
Page 41 and 42: Requirements work).5.5.3 If at any
Page 43 and 44: such requirements may be waived or
Page 45 and 46: 5.8.2 Security and Incident Respons
Page 47 and 48: 5.10.2.4 Funds held in the Handback
Page 49 and 50: operations and maintenance phases o
Page 51 and 52: Notification Category:Percent Asses
Page 53 and 54: delivers its written notice of such
Page 55 and 56: equirements, and shall include thos
Page 57 and 58: without any necessity for a consent
Page 59 and 60: 7.7 Ethical Standards7.7.1 Within [
Page 61 and 62: in the Department's reasonable judg
Page 63 and 64: (a) [85]% of the MAP divided by 365
Page 65 and 66: 9.2.5 Defense to Noncompliance Poin
Page 67 and 68: cost impact (positive or negative)
Page 69 and 70: to Developer as payments for portio
Page 71 and 72: 11.6.1.2 Developer shall obtain the
Page 73 and 74: Collateral Agent’s consent.12.3 N
Page 75 and 76: 12.6.1.1 The Department’s prior a
Page 77 and 78: 12.8.2 The Department shall deliver
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14.1.2 In the event the Department
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Termination Compensation that is me
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proceeds with the Refinancing, it s
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each Insurance Policy, and thereaft
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misrepresentation, act or omission
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liability and pollution liability p
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acts of Terrorism that are part of
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the form of a letter of credit, the
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of any letter of credit to refrain
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16.4.2.2 A Relief Event, subject to
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State, and will remain in good stan
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Fund Estimate submitted to the Cali
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Law now or hereafter in effect; see
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18.2.3 Remedies for Failure to Meet
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18.2.4.3 For the purpose of carryin
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applicable Laws and Governmental Ap
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3. Losses arising out of Releases o
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5. Interest, late charges, fees, tr
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19.2 Termination for Extended Relie
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minus9.2.2.2.1(b)(i) and 9.2.2.2.1(
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5. All amounts standing to the cred
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Default, including the projected co
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19.5.2 Relinquishment and Possessio
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As-Built Record Plans, surveys, and
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such payment, Developer shall execu
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under Section 11.6, all rights to t
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21.1.2 Developer shall make all its
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21.4 Intellectual Property21.4.1 De
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voluntary or involuntary bankruptcy
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applicable, shall be effective only
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ecommendations. The failure of eith
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that of Project developer and indep
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Attn:Telephone:Facsimile:E-mail:In
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incorporated by reference in this i
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CONCESSION AGREEMENT for the PRESIDIO PARKWAY PROJECT

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