Common use of TSP Changes Clause in Contracts

TSP Changes. (a) If HPTE wishes to order a TSP Change it shall give notice to the Concessionaire: (i) Identifying the proposed Tolling Services Provider; (ii) Providing a draft Tolling Services Agreement including full detail of all fees and expenses which will be charged under the draft Tolling Services Agreement; (iii) Setting out the functionality of the system which the proposed Tolling Service Provider will use to deliver its services; (iv) Setting out the terms of the proposed security which will be provided to the Concessionaire for performance of the proposed Tolling Services Provider’s obligations under the draft Tolling Services Agreement; (v) Undertaking to pay the reasonable costs of the Concessionaire in relation to any modification of the Concessionaire’s systems reasonably necessary for the Concessionaire to interface with the systems of the proposed Tolling Services Provider; and (vi) Any other facts or matters which HPTE considers to be material in this context. (b) The Parties shall endeavor to agree on the terms of the Tolling Services Agreement and all of the other matters referred to in Section 29.10(a) within three months following the receipt of HPTE’s notice under Section 29.10(a). (c) The Concessionaire shall be entitled to decline to enter into the new Tolling Services Agreement with the proposed Tolling Services Provider if: (i) The fees and expenses payable under the draft Tolling Services Agreement are in excess of the fees and expenses payable under the then-current Tolling Services Agreement and HPTE does not agree to pay the excess to the Concessionaire in time for the Concessionaire to meet its obligations under the draft Tolling Services Agreement; (ii) The position of the Concessionaire under the draft Tolling Services Agreement and the other arrangements referred to in Section 29.10(a) is otherwise less advantageous to the Concessionaire than its position under the equivalent arrangements in force associated with the then-current Tolling Services Agreement and HPTE does not agree to arrangements (whether by

TSP Changes. (a) If HPTE wishes to order a TSP Change it shall give notice to the Concessionaire: (i) Identifying the proposed Tolling Services Provider; (ii) Providing a draft Tolling Services Agreement including full detail of all fees and expenses which will be charged under the draft Tolling Services Agreement; (iii) Setting out the functionality of the system which the proposed Tolling Service Provider will use to deliver its services; (iv) Setting out the terms of the proposed security which will be provided to the Concessionaire for performance of the proposed Tolling Services Provider’s obligations under the draft Tolling Services Agreement; (v) Undertaking to pay the reasonable costs of the Concessionaire in relation to any modification of the Concessionaire’s systems reasonably necessary for the Concessionaire to interface with the systems of the proposed Tolling Services Provider; and (vi) Any other facts or matters which HPTE considers to be material in this context. (b) The Parties shall endeavor to agree on the terms of the Tolling Services Agreement and all of the other matters referred to in Section 29.10(a) within three months following the receipt of HPTE’s notice under Section 29.10(a). (c) The Concessionaire shall be entitled to decline to enter into the new Tolling Services Agreement with the proposed Tolling Services Provider if: (i) The fees and expenses payable under the draft Tolling Services Agreement are in excess of the fees and expenses payable under the then-current Tolling Services Agreement and HPTE does not agree to pay the excess to the Concessionaire in time for the Concessionaire to meet its obligations under the draft Tolling Services Agreement; (ii) The position of the Concessionaire under the draft Tolling Services Agreement and the other arrangements referred to in Section 29.10(a) is otherwise less advantageous to the Concessionaire than its position under the equivalent arrangements in force associated with the then-current Tolling Services Agreement and HPTE does not agree to arrangements (whether byby indemnity, reimbursement or otherwise) which offset the detriment to the Concessionaire which would then arise; or (iii) The technical approach of the new Tolling Services Provider to delivery of its services are likely to deliver a less reliable service to the Concessionaire or carries a material risk of avoidable inconvenience or poor service to users of the Managed Lanes. (d) If the Parties agree to the terms of the Tolling Services Agreement and all of the other matters referred to in Section 29.10(a) then: (i) The Concessionaire shall promptly exercise its right to terminate its then- current Tolling Services Agreement (and HPTE will pay the Concessionaire any reasonable contract breakage costs properly payable in accordance with the then-current Tolling Services Agreement), and enter into the new Tolling Services Agreement and other arrangements referred to in Section 29.10(a) so that such new arrangement shall come into force immediately on termination of the then-current Tolling Services Agreement; and (ii) HPTE shall pay to the Concessionaire the reasonable costs which it incurs in relation to any modification of the Concessionaire’s systems and processes including any training and any other transition costs reasonably necessary for the Concessionaire to interface with the systems of the proposed Tolling Services Provider (on the basis that HPTE will pay the Concessionaire in sufficient time for the Concessionaire to make any payments to third parties which are necessary in order to carry out such modifications when those payments fall due to those third parties); (e) If the Concessionaire considers that it is entitled to decline to enter into the new Tolling Services Agreement on one of the grounds set out in Section 29.10(c) and HPTE does not agree then either Party may refer the matter to the Dispute Resolution Procedure to determine whether one of those grounds exists, provided that prior to or during operation of the Dispute Resolution Procedure HPTE may modify any part of the matters described in its notice under Section 29.10(a), and/or may make modified proposals with regard to arrangements to mitigate the detriment to the Concessionaire on which the Concessionaire’s objection is based and the Dispute Resolution Procedure shall determine the validity of the Concessionaire’s objection on the basis of any such modification rather than on the basis of HPTE’s original propositions.