Common use of Additional Provisions Respecting Tolls Clause in Contracts

Additional Provisions Respecting Tolls. (a) The Concessionaire acknowledges and agrees that it shall not be entitled to receive from the Department any compensation, return on investment or other profit for providing the services contemplated by this Agreement and the other Project Agreements, other than Concessionaire Damages and other payments, including any payments provided by Section 13.05 and Article 16, to the extent specified herein. The foregoing shall not affect the Concessionaire’s entitlement to Toll Revenues and other tolls contemplated by this Agreement. (b) Nothing in this Agreement shall obligate or be construed as obligating the Department, or any assignee thereof, to continue or cease tolls after the end of the Term. (c) From and after the Service Commencement Date through the end of the Term, the Concessionaire shall maintain a toll collection system with respect to the HOT Lanes which shall be interoperable with the E-ZPass network and any successor to E-ZPass utilized on State Highways at that time. If the Department intends to change any State interoperability or compatibility standards, requirements or protocols for toll collection systems, it will coordinate with the Concessionaire prior to the implementation of such changes so as to minimize the disruption and cost to the Concessionaire. If the Concessionaire selects an ETTM System other than the system then utilized on other State Highways, it will coordinate with the Department prior to the implementation or any change of such system to ensure interoperability and compatibility with the system then utilized on other State Highways. (d) In the event that the Department implements and maintains a processing system for the enforcement of penalties for toll violations in Virginia for electronic toll collection systems on roads (i) the Department shall provide such enforcement system, in accordance with a violation enforcement services agreement, for the benefit of the HOT Lanes Project at the same levels of service as are provided by the Department for any other toll roads operated within the State and (ii) the Department or its agent shall remit to the Concessionaire amounts received as a result of such enforcement efforts. For purposes of identifying and apprehending toll violators of the HOT Lanes, and subject to all applicable Law, the Department shall make available to the Concessionaire the benefits of any agreements or arrangements which the Department has in place with other state authorities or agencies that provide access to records in their possession relating to vehicle and vehicle owner data. In consideration of such services, the Concessionaire shall pay the Department its customary charges for such services in effect from time to time for providing such services. (e) The Department will (i) use best efforts to work with the Concessionaire to limit transaction costs charged to the HOT Lanes Project by the Department, including charges for toll transaction account management services and (ii) provide annual statements containing a break- down of any and all third-party costs incurred by the Department in connection with services provided to the Concessionaire under this Agreement. (f) The Department agrees that the Concessionaire may at its sole discretion and cost, engage and contract with a toll transaction account management services provider other than the Department (which may be an Affiliate of the Concessionaire, to the extent permitted by Section 11.02(f)). If the Concessionaire elects to contract with another party for these services, the Department will provide the same access to accounts as if the Concessionaire had continued its transaction account management services with the Department, if such access is permitted by Law and if the Concessionaire pays to the Department the reasonable costs of providing such access.

Additional Provisions Respecting Tolls. (a) The Concessionaire acknowledges and agrees that it shall not be entitled to receive from the Department any compensation, return on investment or other profit for providing the services contemplated by this Agreement and the other Project Agreements, other than Concessionaire Damages and other payments, including any payments provided by Section 13.05 and Article 16, to the extent specified herein. The foregoing shall not affect the Concessionaire’s entitlement to Toll Revenues and other tolls contemplated by this Agreement. (b) Nothing in this Agreement shall obligate or be construed as obligating the Department, or any assignee thereof, to continue or cease tolls after the end of the Term. (c) From and after the Initial Service Commencement Date through the end of the Term, the Concessionaire shall maintain a toll collection system with respect to the HOT Lanes which shall be interoperable with the E-ZPass network and any successor to E-ZPass utilized on State Highways at that time. If the Department intends to change any State interoperability or compatibility standards, requirements or protocols for toll collection systems, it will coordinate with the Concessionaire prior to the implementation of such changes so as to minimize the disruption and cost to the Concessionaire. To the extent required by Section 3.1(b) of the Electronic Toll Collection Services Agreement, the Concessionaire agrees to conform the ETTM System to any new interface requirements and resolve transaction processing problems which arise from the Concessionaire not meeting these requirements. If the Concessionaire selects an ETTM System other than the system then utilized on other State Highways, it will coordinate with the Department prior to the implementation or any change of such system to ensure interoperability and compatibility with the system then utilized on other State Highways. (d) In the event that the Department implements and maintains a processing system for the enforcement of penalties for toll violations in Virginia for electronic toll collection systems on roads roads (i) the Department shall provide such enforcement system, in accordance with a violation enforcement services agreement, for the benefit of the HOT Lanes Project at the same levels of service as are provided by the Department for any other toll roads operated within the State and (ii) the Department or its agent shall remit to the Concessionaire amounts received as a result of such enforcement efforts. For purposes of identifying and apprehending toll violators of the HOT Lanes, and subject to all applicable Law, the Department shall make available to the Concessionaire the benefits of any agreements or arrangements which the Department has in place with other state authorities or agencies that provide access to records in their possession relating to vehicle and vehicle owner data; provided that the distribution of information considered to be personal information that may be part of any such vehicle and vehicle owner data to persons other than the Concessionaire will be controlled exclusively by the Department. In consideration of such services, the Concessionaire shall pay the Department its customary charges for such services in effect from time to time for providing such services. (e) The Department will (i) use best efforts to work with the Concessionaire to limit transaction costs charged to the HOT Lanes Project by the Department, including charges for toll transaction account management services and (ii) provide annual statements containing a break- break-down of any and all third-party costs incurred by the Department in connection with services provided to the Concessionaire under this Agreement. (f) The Department agrees that the Concessionaire may at its sole discretion and cost, engage and contract with a toll transaction account management services provider other than the Department (which may be an Affiliate of the Concessionaire, to the extent permitted by Section 11.02(f)). If the Concessionaire elects to contract with another party for these services, the Department will provide the same access to accounts as if the Concessionaire had continued its transaction account management services with the Department, if such access is permitted by Law and if the Concessionaire pays to the Department the reasonable costs of providing such access.

Additional Provisions Respecting Tolls. (a) The Concessionaire acknowledges and agrees that it shall not be entitled to receive from the Department any compensation, return on investment or other profit for providing the services contemplated by this Agreement and the other Project Agreements, other than Concessionaire Damages and other payments, including any payments provided by Section 13.05 and Article 1621, to the extent specified herein. The foregoing shall not affect the Concessionaire’s entitlement to Toll Revenues and other tolls contemplated by in this Agreement. (b) Nothing in this Agreement shall obligate or be construed as obligating the Department, or any assignee thereof, to continue or cease collecting tolls after the end of the Term. (c) From and after the Service Commencement Date through the end of the Term, the Concessionaire shall operate and maintain a toll collection system with respect to the HOT Lanes Project which shall be interoperable with the E-ZPass network and any successor to E-ZPass utilized on State Highways at that time. If the Department (or its successor) intends to change any State interoperability or compatibility standards, requirements or protocols for toll collection systems, it will endeavor to coordinate with the Concessionaire prior to the implementation of such changes so as to minimize the loss of Toll Revenues, disruption and cost to the Concessionaire, but the Department shall not be liable in any event for any such resulting loss of Toll Revenues, disruption or cost. If the Concessionaire selects an ETTM System other than the system then utilized on other State Highways, it will coordinate with the Department prior to the implementation or any change of such system to ensure interoperability and compatibility with the system then utilized on other State HighwaysHighways in accordance with the Technical Requirements. (d) In The Department has implemented and presently maintains a toll transaction processing system for the event that clearing and disbursement of electronic toll collections in Virginia. So long as the Department implements is providing such services during the Term, the Concessionaire may elect to enter into an agreement with the Department for such services in accordance with the form of electronic toll collection agreement then currently in use by the Department. In consideration of such services the Concessionaire shall pay the Department its customary charges for such services in effect from time to time. The Concessionaire may, at its sole discretion and cost, engage and contract with an electronic toll collection services provider other than the Department (which may be an Affiliate of the Concessionaire, to the extent permitted by Section 25.02(h)). If the Concessionaire elects to contract with another party for these services, the Department will provide the same data access as is transmitted throughout the E-ZPass network, provided the Concessionaire establishes a membership with the E-ZPass Interagency Group, to the extent such access is permitted by applicable Law, agreements and arrangements. (e) The Department has implemented and presently maintains a processing system for the enforcement of penalties for toll violations in Virginia for electronic toll collection systems on roads (i) roads. The Concessionaire may, but is not obligated to, enter into an agreement with the Department shall provide to obtain the benefits of such enforcement system, in accordance with a violation enforcement processing services agreement, for agreement in the benefit of the HOT Lanes Project at the same levels of service as are provided form then currently in use by the Department for any other toll roads operated within Department. In consideration of such services, the State and (ii) Concessionaire shall pay the Department or its agent shall remit customary charges for such services in effect from time to the Concessionaire amounts received as a result of such enforcement effortstime. For purposes of identifying and apprehending toll violators of the HOT LanesProject, and subject to all the extent permitted under applicable Law, agreements and arrangements, the Department shall make available to the Concessionaire Concessionaire, upon the Concessionaire’s request, the benefits of any agreements or arrangements which the Department then has in place with other state authorities or agencies that provide access to records in their possession relating to vehicle and vehicle owner data. In consideration of such services, the Concessionaire shall pay the Department its customary charges for such services in effect from time to time for providing such services. (e) The Department will (i) use best efforts to work with the Concessionaire to limit transaction costs charged to the HOT Lanes Project by the Department, including charges for toll transaction account management services and (ii) provide annual statements containing a break- down of any and all third-party costs incurred by the Department in connection with services provided to the Concessionaire under this Agreement. (f) The Department Concessionaire understands and agrees that that, notwithstanding anything to the Concessionaire may at its sole discretion contrary in this Agreement or any other Project Agreement, the risk of enforcement and cost, engage collection of tolls and contract related charges (including user fees and civil penalties and administrative fees) remains with a toll transaction account management services provider other than the Department (which may be an Affiliate of the Concessionaire, and that the Department does not, and shall not be deemed to, guarantee collection or collectability of such tolls and related charges to the extent permitted by Section 11.02(f)). If the Concessionaire elects to contract with another party for these services, the Department will provide the same access to accounts as if the Concessionaire had continued its transaction account management services with the Department, if such access is permitted by Law and if the Concessionaire pays to the Department the reasonable costs of providing such accessor any other Person.

Additional Provisions Respecting Tolls. (a) The Concessionaire acknowledges and agrees that it shall not be entitled to receive from the Department any compensation, return on investment or other profit for providing the services contemplated by this Agreement and the other Project Agreements, other than Concessionaire Damages and other payments, including any payments provided by Section 13.05 and Article 1621, to the extent specified herein. The foregoing shall not affect the Concessionaire’s entitlement to Toll Revenues and other tolls contemplated by in this Agreement. (b) Nothing in this Agreement shall obligate or be construed as obligating the Department, or any assignee thereof, to continue or cease collecting tolls after the end of the Term. (c) From and after the Service Commencement Date through the end of the Term, the Concessionaire shall operate and maintain a toll collection system with respect to the HOT Lanes Project which shall be interoperable with the E-ZPass network and any successor to E-ZPass utilized on State Highways at that time. If the Department (or its successor) intends to change any State interoperability or compatibility standards, requirements or protocols for toll collection systems, it will endeavor to coordinate with the Concessionaire prior to the implementation of such changes so as to minimize the loss of Toll Revenues, disruption and cost to the Concessionaire, but the Department shall not be liable in any event for any such resulting loss of Toll Revenues, disruption or cost. If the Concessionaire selects an ETTM System other than the system then utilized on other State Highways, it will coordinate with the Department prior to the implementation or any change of such system to ensure interoperability and compatibility with the system then utilized on other State HighwaysHighways in accordance with the Technical Requirements. (d) In the event that the The Department implements has implemented and maintains a processing system for the enforcement of penalties for toll violations in Virginia for electronic toll collection systems on roads (i) roads. The Concessionaire may, but is not obligated to, enter into an agreement with the Department shall provide to obtain the benefits of such enforcement system, in accordance with a violation enforcement processing services agreementagreement in the form then currently in use by the Department. In consideration of such services, the Concessionaire shall pay the Department its customary charges for the benefit such services in effect from time to time. A copy of the HOT Lanes Project at form of the same levels of service as are provided violation processing services agreement (“Violation Processing Services Agreement”) in use by the Department for any other toll roads operated within as of the State and (ii) the Department or its agent shall remit Agreement Date is attached to the Concessionaire amounts received this Agreement as a result of such enforcement efforts. Exhibit C. For purposes of identifying and apprehending toll violators of the HOT LanesProject, and subject to all provided it is authorized under applicable Law, agreements and arrangements, the Department shall make available to the Concessionaire the benefits of any agreements or arrangements which the Department has in place with other state authorities or agencies that provide access to records in their possession relating to vehicle and vehicle owner data. In consideration of such services, the Concessionaire shall pay the Department its customary charges for such services in effect from time to time for providing such services. (e) The Department will (i) use best efforts to work with the Concessionaire to limit transaction costs charged to the HOT Lanes Project by the Department, including charges for toll transaction account management services and (ii) provide annual statements containing a break- down of any and all third-party costs incurred by the Department in connection with services provided to the Concessionaire under this Agreement. (f) The Department agrees that the Concessionaire may may, at its sole discretion and cost, engage and contract with a toll transaction account management services provider other than the Department (which may be an Affiliate of the Concessionaire, to the extent permitted by Section 11.02(f25.02(g)). If the Concessionaire elects to contract with another party for these services, the Department will provide the same access to accounts as if the Concessionaire had continued its transaction account management services with the Department, if such access is permitted by Law and if the Concessionaire pays to the Department the reasonable costs of providing such access. If the Department provides such services, the Concessionaire may enter into an agreement with the Department for such services, in accordance with the form of electronic toll collection agreement then currently in use by the Department. In consideration of such services the Concessionaire shall pay the Department its customary charges for such services in effect from time to time. A copy of the form of the electronic toll collection agreement (“Electronic Toll Collection Agreement”) in use by the Department as of the Agreement Date is attached as Exhibit D. (f) The Concessionaire understands and agrees that, notwithstanding anything to the contrary in this Agreement or any other Project Agreement, the risk of enforcement and collection of tolls and related charges (including user fees and civil penalties and administrative fees) remains with the Concessionaire, and that the Department does not, and shall not be deemed to, guarantee collection or collectability of such tolls and related charges to the Concessionaire or any other Person.