Common use of Maintenance of TCS Clause in Contracts

Maintenance of TCS. During the TCS Operations and Maintenance Term, TSP shall maintain and repair the TCS in accordance with the TR, performing all preventive maintenance, routine maintenance and making all adjustments, repairs, overhauls and replacements necessary to keep the TCS in good working order and in operation at all times and to satisfy the Performance Requirements. TSP shall perform such maintenance and repair in accordance with the provisions of the approved Maintenance and Support Plan and in accordance with the approved Safety Plan, Quality Management Plan, Configuration and Change Management Plan, and Maintenance of Traffic Plan, and other requirements of the Contract Documents. TSP shall maintain, rebuild, repair, restore or replace all work, including System Documentation, Software, Hardware, materials, equipment, supplies and maintenance equipment which are purchased for permanent installation in, or for use during operation of the Project that is damaged prior to the date TSP’s maintenance responsibility ends, regardless of who has title thereto under the Contract Documents and regardless of the cause of the damage, at no additional cost to the Joint Board beyond payment of the Total Toll Collection System Operations and Maintenance Price (Years 1 through 7) as specified in the Price Sheets in Exhibit C, except to the extent that the Joint Board is responsible for such costs in accordance with the express terms of this Contract. TSP acknowledges and agrees that to the extent that System sensors are located within pavement or Bridge decking, the cost of repairs to the pavement or Bridge decking necessitated by TSP’s sensor maintenance and repair activities are expressly included within TSP’s maintenance and repair obligations under this Section 2.2.1 and the TR. The standard for such pavement repair shall be, as to repairs in Kentucky, the standard practices of KYTC, and as to repairs in Indiana, the standard practices of INDOT. TSP shall pay the cost of such pavement and Bridge decking repairs upon receipt of an invoice for such costs, and the Joint Board shall have the right to deduct the amount of any such unpaid invoices from compensation otherwise owing to the TSP pursuant to this Contract. For clarification, TSP shall not be responsible for the cost of pavement and Bridge deck repairs except as the same are necessitated as a result of the TSP’s Work. TSP shall coordinate with the Joint Board and notify the Joint Board of planned inspections, maintenance and repairs of the Toll Collection System requiring any significant shutdowns of equipment, and TSP shall use diligent efforts to schedule any such shutdowns in such a manner as to minimize disruption of tolling operations. TSP shall notify the Joint Board at least 10 business days in advance of any scheduled closure of any toll lanes required to perform maintenance, and no such maintenance activity shall result in a complete closure of all toll lanes on a bridge or approach unless such closure is required in accordance with the TCS Maintenance of Traffic Plan to prevent the loss of toll revenues. In the event unscheduled maintenance or repair work is required in order to continue or restore the full operation of the TCS, TSP shall perform such work as necessary on a round-the- clock basis, regardless of weekends or holidays, provided, however, that roadside work will not be permitted on the days of the following regional events without written approval of the Joint Board, in its sole discretion: (i) Derby Festival Thunder Over Louisville (roadside Installation Work may recommence at 10:00 a.m. the following Day); and (ii) the day before (Oak’s Day) and the day of the Kentucky Derby (the first Saturday in May; roadside Installation Work may recommence at 10:00 a.m. on the day following the Kentucky Derby).

Maintenance of TCS. During the TCS Operations and Maintenance Term, TSP shall maintain and repair the TCS in accordance with the TR, performing all preventive maintenance, routine maintenance and making all adjustments, repairs, overhauls and replacements necessary to keep the TCS in good working order and in operation at all times and to satisfy the Performance Requirements. TSP shall perform such maintenance and repair in accordance with the provisions of the approved Maintenance and Support Plan and in accordance with the approved Safety Plan, Quality Management Plan, Configuration and Change Management Plan, and Maintenance of Traffic Plan, and other requirements of the Contract Documents. TSP shall maintain, rebuild, repair, restore or replace all work, including System Documentation, Software, Hardware, materials, equipment, supplies and maintenance equipment which are purchased for permanent installation in, or for use during operation of the Project that is damaged prior to the date TSP’s maintenance responsibility ends, regardless of who has title thereto under the Contract Documents and regardless of the cause of the damage, at no additional cost to the Joint Board beyond payment of the Total Toll Collection System Operations and Maintenance Price (Years 1 through 7) as specified in the Price Sheets in Exhibit C, except to the extent that the Joint Board is responsible for such costs in accordance with the express terms of this Contract. TSP acknowledges and agrees that to the extent that System sensors are located within pavement or Bridge decking, the cost of repairs to the pavement or Bridge decking necessitated by TSP’s sensor maintenance and repair activities are expressly included within TSP’s maintenance and repair obligations under this Section 2.2.1 and the TR. The standard for such pavement repair shall be, as to repairs in Kentucky, the standard practices of KYTC, and as to repairs in Indiana, the standard practices of INDOT. TSP shall pay the cost of such pavement and Bridge decking repairs upon receipt of an invoice for such costs, and the Joint Board shall have the right to deduct the amount of any such unpaid invoices from compensation otherwise owing to the TSP pursuant to this Contract. For clarification, TSP shall not be responsible for the cost of pavement and Bridge deck repairs except as the same are necessitated as a result of the TSP’s Work. TSP shall coordinate with the Joint Board and notify the Joint Board of planned inspections, maintenance and repairs of the Toll Collection System requiring any significant shutdowns of equipment, and TSP shall use diligent efforts to schedule any such shutdowns in such a manner as to minimize disruption of tolling operations. TSP shall notify the Joint Board at least 10 business days in advance of any scheduled closure of any toll lanes required to perform maintenance, and no such maintenance activity shall result in a complete closure of all toll lanes on a bridge or approach unless such closure is required in accordance with the TCS Maintenance of Traffic Plan to prevent the loss of toll revenues. In the event unscheduled maintenance or repair work is required in order to continue or restore the full operation of the TCS, TSP shall perform such work as necessary on a round-the- clock basis, regardless of weekends or holidays, provided, however, that roadside work will not be permitted on the days of the following regional events without written approval of the Joint Board, in its sole discretion: (i) Derby Festival Thunder Over Louisville (roadside Installation Work may recommence at 10:00 a.m. the following Day); and (ii) the day before (Oak’s Day) and the day of the Kentucky Derby (the first Saturday in May; roadside Installation Work may recommence at 10:00 a.m. on the day following the Kentucky Derby).

Maintenance of TCS. During the TCS Operations and Maintenance Term, TSP shall maintain and repair the TCS in accordance with the TR, performing all preventive maintenance, routine maintenance and making all adjustments, repairs, overhauls and replacements Indiana Finance Authority/Joint Board 15. Toll Services Agreement LSIORB Toll Services Project Execution Version necessary to keep the TCS in good working order and in operation at all times and to satisfy the Performance Requirements. TSP shall perform such maintenance and repair in accordance with the provisions of the approved Maintenance and Support Plan and in accordance with the approved Safety Plan, Quality Management Plan, Configuration and Change Management Plan, and Maintenance of Traffic Plan, and other requirements of the Contract Documents. TSP shall maintain, rebuild, repair, restore or replace all work, including System Documentation, Software, Hardware, materials, equipment, supplies and maintenance equipment which are purchased for permanent installation in, or for use during operation of the Project that is damaged prior to the date TSP’s maintenance responsibility ends, regardless of who has title thereto under the Contract Documents and regardless of the cause of the damage, at no additional cost to the Joint Board beyond payment of the Total Toll Collection System Operations and Maintenance Price (Years 1 through 7) as specified in the Price Sheets in Exhibit C, except to the extent that the Joint Board is responsible for such costs in accordance with the express terms of this Contract. TSP acknowledges and agrees that to the extent that System sensors are located within pavement or Bridge decking, the cost of repairs to the pavement or Bridge decking necessitated by TSP’s sensor maintenance and repair activities are expressly included within TSP’s maintenance and repair obligations under this Section 2.2.1 and the TR. The standard for such pavement repair shall be, as to repairs in Kentucky, the standard practices of KYTC, and as to repairs in Indiana, the standard practices of INDOT. TSP shall pay the cost of such pavement and Bridge decking repairs upon receipt of an invoice for such costs, and the Joint Board shall have the right to deduct the amount of any such unpaid invoices from compensation otherwise owing to the TSP pursuant to this Contract. For clarification, TSP shall not be responsible for the cost of pavement and Bridge deck repairs except as the same are necessitated as a result of the TSP’s Work. TSP shall coordinate with the Joint Board and notify the Joint Board of planned inspections, maintenance and repairs of the Toll Collection System requiring any significant shutdowns of equipment, and TSP shall use diligent efforts to schedule any such shutdowns in such a manner as to minimize disruption of tolling operations. TSP shall notify the Joint Board at least 10 business days in advance of any scheduled closure of any toll lanes required to perform maintenance, and no such maintenance activity shall result in a complete closure of all toll lanes on a bridge or approach unless such closure is required in accordance with the TCS Maintenance of Traffic Plan to prevent the loss of toll revenues. In the event unscheduled maintenance or repair work is required in order to continue or restore the full operation of the TCS, TSP shall perform such work as necessary on a round-the- clock basis, regardless of weekends or holidays, provided, however, that roadside work will not be permitted on the days of the following regional events without written approval of the Joint Board, in its sole discretion: (i) Derby Festival Thunder Over Louisville (roadside Installation Work may recommence at 10:00 a.m. the following Day); and (ii) the day before (Oak’s Day) and the day of the Kentucky Derby (the first Saturday in May; roadside Installation Work may recommence at 10:00 a.m. on the day following the Kentucky Derby).. Indiana Finance Authority/Joint Board 16. Toll Services Agreement LSIORB Toll Services Project Execution Version