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ARTICLE 1
DEFINITIONS AND INTERPRETATION
Section 1.1 Definitions. Capitalized terms used herein but not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Contracto
(a) Clause 22.1 of the Contract is amended to include the following last
sentence:
"For clarity, the use of the term "all workers" in this Clause does not
require the Contractor to obtain the insurance coverages described in this
Clause for employees of the Service Recipients, but only in respect of the
Personnel. 11
(b) Clause 39.16 of the Contract is deleted in its entirety and replaced with
the following:
(c) To the extent that the Contractor's provision of the Services causes a
Service Recipient any loss of revenue with respect to a transaction type in
connection with the operation of the Tolling System after Tolling Day One,
then the Contractor shall pay Service Recipients the loss of revenue. Such
loss of revenue shall be determined by comparing the number of the
transaction type in the applicable month to the number of such
transaction type during the same month of the preceding year (which may
include months prior to Tolling Day One) and if, taking into account
seasonality and acts of God, the number of such transaction type for such
month is more than 0.5% percent below the number of such transaction
type during the same month of the preceding year, the Parties agree that
such reduction shall be a loss of revenue, unless the Contractor
undertakes a review and prepare a report in respect of such loss of
revenue no more than 30 days following the end of the applicable month
and, following receipt of such report, and in their reasonable judgment,
the Service Recipients determine that such loss of revenue was not
attributable to the Contractor.
Section 2.2 Amendments to the Build SOW. The Build SOW is hereby
amended as set forth below:
(a) In Clause 2.1 of Attachment 2 (Scope of Works) to the Build SOW: the
initial paragraph is deleted in its entirety and replaced with the following:
"The Build Services phase shall be divided in several key main milestones
(as specified in Attachment 1)."
(b) In Clause 2.1 of Attachment 2 (Scope of Works) to the Build SOW: the
definition of "Tolling Day Two (new ETCS Systems Deployment) 15th
January 2016" is deleted in its entirety and replaced with the following:
"Tolling Day Two (new ETCS Systems Deployment): June 30, 2016."
Evaluation and modifieation of the existing IVR to include ehanges to the eall
tree and reeordings as agreed by Contraetor and Serviee Recipients.
(a) Clause 2.4(b) of the O&M SOW is amended to include the following last
sentenee:
(b) Clause 2.4 of the O&M SOW is amended to delete the O&M Fees table in
its entirety and replacing it with the following:
(e) Clause 2.1 of the O&M SOW is amended to delete the O&M Serviee to
PRHTA table in its entirety and replacing it with the following:
( \
ELECTRONIC TOLL COLLECTION SYSTEM - AMENDMENT A
(d) Clause 2.4(e) of the O&M SOW is amended to delete paragraph (e) in its
entirety and replace paragraph (e) with the following:
"The monthly aggregate Tag fee, under the O&M SOWs collectively, shall
equal (i) beginning July 1, 2015 through December 31, 2016, $2.50 per
tag, (ii) from January 1, 2017 through December 31, 2017, $2.375 per
tag, (iii) from January 1, 2018 through December 31, 2018, $2.25 per tag
and (iv) from January 1, 2019 andthereafter, $2.14 per tag. The Tag
fees shall be assessed by Contractor for tags sold in the previous month
and shall be allocated to Metropistas and PRHTA as follows. The monthly
Tag fees shall be proportional to the number of Transactions associated
with each Service Recipient (e.g., if the Tag fee is $2.50, $2.50 shall be
multiplied by PRHTA's proportion of the total Transactions under the
Agreement for the applicable month and the result shall be paid by PRHTA
to Contractor). For avoidance of doubt, PRHTA shall only be invoiced for
Tag fees in connection with its Transactions and Metropistas shall only be
invoiced for Tag fees in connection with its Transactions. Such Tag fees
may be paid directly from the escrow account, upon the direction of
Metropistas and PRHTA"
(a) Clause 2.4(b) of the O&M SOW is amended to include the following last
sentence:
(b) Clause 2.4 of the O&M SOW is amended to delete the O&M Fees table in
its entirety and replacing it with the following table and text:
The O&M Fees shall also include a one-time payment on Tolling Day 3 of
$353,158 in respeet of the eommissioning of the 13 multiprotoeol
antennas at ILR and DTL lanes. Il
(e) Clause 2.1 of the O&M SOW is amended to delete the O&M Serviee to
Metropistas table in its entirety and replacing it with the following:
(d) Clause 2.4(e) of the O&M SOW is amended to delete paragraph (e) in its
entirety and replaee paragraph (e) with the following:
"The monthly aggregate Tag fee, under the O&M SOWs eolleetively, shall
equal (i) beginning July 1, 2015 through Deeember 31, 2016, $2.50 per
tag, (ii) from January 1, 2017 through Deeember 31, 2017, $2.375 per
tag, (iii) from January 1, 2018 through Deeember 31, 2018, $2.25 per tag
and (iv) from January 1, 2019 and thereafter, $2.14 per tag. The Tag
fees shall be assessed by Contraetor for tags sold in the previous month
and shall be alloeated to Metropistas and PRHTA as follows. The monthly
Tag fees shall be proportional to the number of Transaetions associated
with eaeh Serviee Recipient (e.g., if the Tag fee is $2.50, $2.50 shall be
multiplied by Metropistas' proportion of the total Transaetions under the
Agreement for the applieable month and the result shall be paid by
Metropistas to Contraetor). For avoidanee of doubt, Metropistas shall only
be invoieed for Tag fees in eonneetion with its Transaetions and PRHTA
shall only be invoieed for Tag fees in eonneetion with its Transaetions.
ELECTRONIC TOLL COLLECTION SYSTEM - AMENDMENT A
Such Tag fees may be paid directly from the escrow account, upon the
direction of Metropistas and PRHTA"
Evaluation and modification of the existing IVR te include changes to the call
tree and recordings as agreed by the Contractor and Service Recipients.
ARTICLE III
DOCUMENTS OTHERWISE UNCHANGED
ARTICLE IV
GOVERNING LAW
(a) This Amendment A, together with the Agreement, constitute the entire
agreement between the Parties pertaining to the subject matter hereof
and supersede all prior agreements, negotiations, discussions and
understandings, written or oral, between the Parties with respect to the
subject matter hereof.
By:
Name: Bruce
Title: Chief ~!eI1t1V1
Na~e cf!~8~~
Title: Executive Director
AUTOPISTAS METROPOLITANAS DE
PUERTO RICO, LLC
By: <;.!J.~-
Name: "GonzaiO'5\lcalde
Title: Chief Executive Officer
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