Common use of Tolling of HOT Lanes Clause in Contracts

Tolling of HOT Lanes. (a) Pursuant to the permit granted under Section 4.01, the Concessionaire shall implement a system for the collection of tolls and related incidental charges and/or construct or relocate and maintain different or additional tolling operations on the HOT Lanes Right of Way in accordance with the terms of this Agreement. The Concessionaire shall impose congestion pricing, which may include dynamic tolling with potential toll rate changes at frequent intervals, with a view to maintaining free flow conditions of traffic, and there shall be no restrictions upon toll rates except as set forth in Section 4.04(b). The Concessionaire has no authority or right to impose or collect any fee, charge or other amount for the use of the HOT Lanes other than as authorized by this Section 4.04. (b) The Concessionaire’s rights granted in Section 4.04(a) above are limited by, and conditioned on compliance with applicable Law and all other provisions in this Agreement, including the following: (i) High Occupancy Vehicles equipped with a transponder (in the absence of other available technologies, as provided in clause (v) of this Section 4.04(b)) shall be entitled to use the HOT Lanes at a 100% discount from otherwise applicable tolls; (ii) Mass Transit Vehicles and Commuter Buses, school buses, motorcycles and Exempt Vehicles equipped with a transponder (in the absence of other available technologies, as provided in clause (v) of this Section 4.04(b)) shall be entitled to use the HOT Lanes at a 100% discount from otherwise applicable tolls; (iii) Permitted Vehicles (other than vehicles referred to in the preceding clauses (i) and (ii)) equipped with a transponder (in the absence of other available technologies, as provided in clause (v) of this Section 4.04(b)) shall be entitled to use the HOT Lanes subject to payment of the applicable tolls; (iv) The toll rates shall be the same for persons using the HOT Lanes under like conditions, and for this purpose “like conditions” may take into consideration type, weight and occupancy of the vehicle, number of axles, time-of-day and/or day-of-week travel, time and location of entry to the HOT Lanes, traffic congestion and other traffic conditions (provided, that the Concessionaire may adopt and implement discount programs for different classes or groups of persons using the HOT Lanes under like conditions, subject to the provisions of Section 11.01; and, provided further, that it is understood that, with dynamic tolling vehicles traveling on the same Toll Section of the HOT Lanes at the same time may be subject to different toll rates); and (v) The Concessionaire may charge, debit and collect tolls through open road tolling facilities physically located on the HOT Lanes Right of Way or use global positioning system technology, remote sensing or other technologies which shall be interoperable with the E-ZPass network and, with reasonable notice from the Department, any successor to E-ZPass utilized on State Highways at that time to charge, debit and collect tolls for actual vehicular use of the HOT Lanes; provided, that it is the intent of the parties that all tolling on the HOT Lanes will be by electronic means, there will be no toll booths and the Concessionaire shall not be required to accept cash tolls. Further, the Concessionaire shall have any and all rights pursuant to applicable Law and the Project Agreements to enforce and collect toll violations, including, but not limited to, the use of automated vehicle detection systems and other technologies. (c) The foregoing authorization to impose, charge, collect and enforce the payment of tolls includes the right, to the extent permitted by applicable Law, and subject to the terms, rules and regulations that may be established for uniform account maintenance and reconciliation among operators of electronically tolled facilities in the State, to impose, charge, collect and enforce, with respect to electronic tolling accounts managed by or on behalf of the Concessionaire, the following incidental charges: (i) Reasonable amounts for the purchase or rental of transponders or other electronic toll devices; (ii) Reasonable, refundable security deposits for the distribution of transponders or other electronic toll devices; (iii) If a Concessionaire Party is administering toll collection, reasonable administrative fees for account maintenance, account statements and customer service; (iv) If a Concessionaire Party is administering toll collection, reasonable fees, penalties and interest for toll violations, including costs of collection; and (v) Other incidental fees and charges reasonable and customary in connection with the services being provided at that time by Concessionaire Party. The amount of any such incidental charges shall not exceed the amount reasonably necessary for the Concessionaire to recover its reasonable out-of-pocket and documented costs and expenses, including its Allocable Costs, directly or indirectly incurred with respect to the items, services and work for which they are levied. The Concessionaire may apply such incidental charges to vehicle operators entitled to use of the HOT Lanes at a 100% discount from otherwise applicable tolls if the Concessionaire provides such Persons transponders or other electronic tolling devices. (d) Except as otherwise provided in this Agreement, at all times during the Term, the Concessionaire shall have the exclusive right, title, entitlement and interest in and to Toll Revenues, subject to the Electronic Toll Collection Services Agreement. Toll Revenues shall be used first to pay all current and delinquent costs and expenses of operating and maintaining the HOT Lanes Project (including premiums for insurance, bonds and other performance security), before they are used for any other purpose. (e) The Concessionaire shall not use Toll Revenues to make any distribution to the holder of an equity interest in the Concessionaire, unless and until the Concessionaire first pays the following: (i) operating and maintenance costs (including any payments to Affiliates made solely in accordance with the applicable Affiliate Contracts entered into in accordance with Section 11.02(f)), and any amounts due to the Department pursuant to the terms of this Agreement, including without limitation any compensation due under Article 5, in accordance with Section 5.02(d), before payment of amounts described in (ii) through (iv); (ii) current and delinquent debt service (other than debt service permitted to be deferred in accordance with the terms thereof), and other current and delinquent amounts, due under any Concessionaire Loan;

Tolling of HOT Lanes. (a) Pursuant to the permit granted under Section 4.01, the Concessionaire shall implement a system for the collection of tolls and related incidental charges and/or construct or relocate and maintain different or additional tolling operations on the HOT Lanes Right of Way in accordance with the terms of this Agreement. The Concessionaire shall impose congestion pricing, which may include dynamic tolling with potential toll rate changes at frequent intervals, with a view to maintaining free flow conditions of traffic, and there shall be no restrictions upon toll rates except as set forth in Section 4.04(b). The Concessionaire has no authority or right to impose or collect any fee, charge or other amount for the use of the HOT Lanes other than as authorized by this Section 4.04. (b) The Concessionaire’s rights granted in Section 4.04(a) above are limited by, and conditioned on compliance with applicable Law and all other provisions in this Agreement, including the following: (i) High Occupancy Vehicles equipped with a transponder (in the absence of other available technologies, as provided in clause (v) of this Section 4.04(b)) shall be entitled to use the HOT Lanes at a 100% discount from otherwise applicable tolls; (ii) Mass Transit Vehicles and Commuter Buses, school buses, motorcycles and Exempt Vehicles equipped with a transponder (in the absence of other available technologies, as provided in clause (v) of this Section 4.04(b)) shall be entitled to use the HOT Lanes at a 100% discount from otherwise applicable tolls; (iii) Permitted Vehicles (other than vehicles referred to in the preceding clauses (i) and (ii)) equipped with a transponder (in the absence of other available technologies, as provided in clause (v) of this Section 4.04(b)) shall be entitled to use the HOT Lanes subject to payment of the applicable tolls; (iv) The toll rates shall be the same for persons using the HOT Lanes under like conditions, and for this purpose “like conditions” may take into consideration type, weight and occupancy of the vehicle, number of axles, time-of-day and/or day-of-week travel, time and location of entry to the HOT Lanes, traffic congestion and other traffic conditions (provided, that the Concessionaire may adopt and implement discount programs for different classes or groups of persons using the HOT Lanes under like conditions, subject to the provisions of Section 11.01; and, provided further, that it is understood that, with dynamic tolling vehicles traveling on the same Toll Section of the HOT Lanes at the same time may be subject to different toll rates); and (v) The Concessionaire may charge, debit and collect tolls through open road tolling facilities physically located on the HOT Lanes Right of Way or use global positioning system technology, remote sensing or other technologies which shall be interoperable with the E-ZPass network and, with reasonable notice from the Department, any successor to E-ZPass utilized on State Highways at that time to charge, debit and collect tolls for actual vehicular use of the HOT Lanes; provided, that it is the intent of the parties that all tolling on the HOT Lanes will be by electronic means, there will be no toll booths and the Concessionaire shall not be required to accept cash tolls. Further, the Concessionaire shall have any and all rights pursuant to applicable Law and the Project Agreements to enforce and collect toll violations, including, but not limited to, the use of automated vehicle detection systems and other technologies. (c) The foregoing authorization to impose, charge, collect and enforce the payment of tolls includes the right, to the extent permitted by applicable Law, and subject to the terms, rules and regulations that may be established for uniform account maintenance and reconciliation among operators of electronically tolled facilities in the State, to impose, charge, collect and enforce, with respect to electronic tolling accounts managed by or on behalf of the Concessionaire, the following incidental charges: (i) Reasonable amounts for the purchase or rental of transponders or other electronic toll devices; (ii) Reasonable, refundable security deposits for the distribution of transponders or other electronic toll devices; (iii) If a Concessionaire Party is administering toll collection, reasonable administrative fees for account maintenance, account statements and customer service; (iv) If a Concessionaire Party is administering toll collection, reasonable fees, penalties and interest for toll violations, including costs of collection; and (v) Other incidental fees and charges reasonable and customary in connection with the services being provided at that time by Concessionaire Party. The amount of any such incidental charges shall not exceed the amount reasonably necessary for the Concessionaire to recover its reasonable out-of-pocket and documented costs and expenses, including its Allocable Costs, directly or indirectly incurred with respect to the items, services and work for which they are levied. The Concessionaire may apply such incidental charges to vehicle operators entitled to use of the HOT Lanes at a 100% discount from otherwise applicable tolls if the Concessionaire provides such Persons transponders or other electronic tolling devices. (d) Except as otherwise provided in this Agreement, at all times during the Term, the Concessionaire shall have the exclusive right, title, entitlement and interest in and to Toll Revenues, subject to the Electronic Toll Collection Services Agreement. Toll Revenues shall be used first to pay all current and delinquent costs and expenses of operating and maintaining the HOT Lanes Project (including premiums for insurance, bonds and other performance security), before they are used for any other purpose. (e) The Concessionaire shall not use Toll Revenues to make any distribution to the holder of an equity interest in the ConcessionaireDistributions, unless and until the Concessionaire first pays the following: following (listed in no particular order): (i) operating operations and maintenance costs (including any payments to Affiliates made solely in accordance with the applicable Affiliate Contracts entered into in accordance with Section 11.02(f)), and any amounts due to the Department pursuant to the terms of this Agreement, including without limitation any compensation due under Article 5, in accordance with Section 5.02(d), 5 before payment of amounts described in (ii) through (iv); (ii) current and delinquent debt service (other than debt service permitted to be deferred in accordance with the terms thereof), and other current and delinquent amounts, due under any Concessionaire Loan; (iii) all taxes currently due and payable or delinquent; (iv) all current and delinquent deposits to any Major Maintenance Reserve Fund;