EXHIBIT 4.25
TECHNICAL SERVICES AGREEMENT
This Technical Services Agreement (this "Agreement") is made as of the
1st day of January, 1998 by and between DTH Techco Partners, a Delaware general
partnership ("Techco") and Corporacion Novavision S. de X.X., a Mexican limited
liability company ("Novavision").
RECITALS
A. Novavision is engaged in the direct broadcast satellite
business in Mexico.
B. Techco owns and operates a satellite broadcast center located
in Miami Lakes, Florida.
C. All of the partnership interests of Techco are indirectly
owned by The News Corporation Limited ("TNCL"), Globo Comunicacoes e
Participacoes S.A. ("Globo"), Grupo Televisa, S.A. ("Televisa") and
Tele-Communications International, Inc. ("TINTA") and all of the equity
interests of Novavision are owned by Innova X.xx X.X., a Mexican limited
liability company ("Innova"). All of the equity interests of Innova are
indirectly owned by TNCL, Televisa and TINTA.
D. Because of the relationship between Techco and Novavision, the
parties believe that it is in their mutual interests to confirm the arrangements
under which Techco makes available certain services in connection with the
operations of Novavision. Accordingly, the parties desire to set forth in this
Agreement their understanding as to the services being provided to Novavision by
Techco and the basis upon which Techco shall charge Novavision for providing
such services.
Agreement
For good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties, intending to be legally bound, agree as
follows:
SECTION 1. SERVICES TO BE PERFORMED
1.1 Engagement. Novavision hereby confirms its engagement of
Techco as its exclusive provider of the services described in Section 1.2 of
this Agreement (the "Services") and such other related services as may
reasonably be requested by Novavision pursuant to Section 1.3 hereof, and Techco
hereby confirms its acceptance of such engagement, subject to and on the terms
and conditions set forth in this Agreement, provided that in the event that
Techco determines that it will not provide any Additional Service (as defined in
Section 1.3) that may be requested by Novavision pursuant to Section 1.3 in the
manner set forth in Schedule 1.3 annexed hereto, then Techco's engagement shall
be non-exclusive solely with respect to such Additional Service.
1.2 Services. During the term of this Agreement, Techco will
provide the Services set forth on Schedule 1.2 annexed hereto. For the avoidance
of doubt, any services provided by Techco or its predecessors to Novavision
prior to the date of this Agreement shall be deemed to have been Services
provided under the terms and conditions set forth in this Agreement, provided
that, by its execution of this Agreement, each of Techco and Novavision confirms
that amounts charged to date by Techco for Services performed prior to the date
of this Agreement are accurate and proper, and agrees that it shall not request
any revision of such amounts.
1.3 Additional Services. In addition to the Services to be
provided by Techco pursuant to Section 1.2 hereof, from time to time Novavision
may request that Techco provide to Novavision a modification or improvement to
enable new services to be provided by Novavision (each an "Additional Service").
Any such Additional Service shall be added to the service fee
2
payable by Novavision to Techco pursuant to Section 2.1 hereof. The
implementation of any Additional Service, as well as the determination of costs
and other terms and conditions applicable to such Additional Service shall be
determined in accordance with Schedule 1.3 annexed hereto.
1.4 Performance Standards. Techco agrees to provide the Services
at a level and quality which is not less than the level and quality of
substantially comparable services performed by companies in the industry
offering substantially similar services.
1.5 Books and Records. Techco will maintain reasonably complete
books and records solely with respect to its provision of services to Novavision
pursuant to this Agreement, including records supporting the calculation of
costs and expenses pursuant to Section 2. Techco will give Novavision and its
members and their representatives, agents and attorneys reasonable access to all
such books and records during Techco's regular business hours upon three
business days' advance notice. In addition, not more than twice in any 12-month
period, Novavision, at its sole cost and expense, shall have the right to audit,
inspect, copy and make copies of such data, records, files and books of account
(including, without limitation, non-financial information solely relating to any
calculation required to be made pursuant to the terms of this Agreement) under
the control of Techco solely relating to the Services and the transactions
contemplated by this Agreement and Techco shall use commercially reasonable
efforts to facilitate Novavision's exercise of such rights, including, without
limitation, making available during regular business hours such personnel that
are reasonably necessary or appropriate to assist Novavision's exercise of such
rights. The costs and expenses to be paid by Novavision shall include the costs
of all personnel provided by Techco in connection with this Section 1.5.
SECTION 2. PAYMENT OF SERVICE FEES
2.1 Service Fees. The costs and expenses to be charged to
Novavision by Techco shall be determined in accordance with procedures agreed
between the parties from time to time. Novavision will pay to Techco all such
costs and expenses plus, subject to Section 2.3(a) below, the profit margin set
forth in Section 2.3 hereof.
2.2 Payment Procedure.
(a) Except as otherwise specifically provided in
this Agreement, all payments to be made by Novavision to Techco under this
Agreement will be made on a monthly basis in United States dollars to Techco's
account #12332-23216, ABA #000-000-000 with Bank of America at X.X. Xxx 00000,
Xxxxxxx, XX 00000 or at such other account designated by Techco. Techco will
deliver to Novavision an invoice (the "Invoice") covering the services provided
during each calendar month for which payment is sought by Techco in accordance
with the terms of this Agreement, as soon as possible after the end of such
month. Each Invoice shall be accompanied by a reasonably detailed calculation of
the amount of the Invoice, including an itemized list of costs and expenses,
justification and descriptions of variations that result in extraordinary
charges and the calculation of the service fees in accordance with the agreed
procedure.
(b) Novavision shall either (i) pay to Techco an
amount in cash equal to the amount requested by Techco in the Invoice or (ii)
(x) deliver to Techco a written statement (a "Dispute Notice") indicating that
Novavision disputes the amount requested by Techco in the Invoice and setting
forth in reasonable detail the basis for Novavision's disagreement and (y) pay
to Techco an amount in cash equal to the undisputed portion, if any, of the
amount requested by Techco in the Invoice. Novavision shall take the actions
referred to in (i) or (ii), above, not later
4
than 30 days following the date the applicable Invoice is delivered to
Novavision (the "Payment Date").
(c) If Novavision delivers a Dispute Notice, the
parties shall work together in good faith for up to 15 days following the date
of delivery of the Dispute Notice to reach agreement with respect to the
disputed portion of the amount of the Invoice. If the parties are not able to
resolve all of their disputes within such 15-day period, a determination as to
the disputed portion of the amount of the Invoice, shall be made by a firm of
national independent public accountants (the "Independent Accountants"),
mutually acceptable to Techco and Novavision. If Techco and Novavision are
unable to agree on the identity of such firm within 10 days after expiration of
such 15-day period or to obtain the agreement of any such firm to serve, then
either Techco or Novavision may request the American Arbitration Association to
select the Independent Accountants, and such selection shall be final and
binding on the parties. Once chosen, the Independent Accountants shall be
directed to complete its determination within 30 days following receipt of
notice from Techco, selection by the parties or appointment by the American
Arbitration Association, as the case may be, and such firm's determination shall
be final and binding on the parties. If the Independent Accountants'
determination discloses an error of 10% or more of the amount requested by
Techco in the applicable Invoice, the fees and expenses of the Independent
Accountants shall be paid by Techco. If the Independent Accountants'
determination discloses an error of less than 10% of the amount requested by
Techco in the applicable Invoice, the fees and expenses of the Independent
Accountants shall be paid by Novavision. Upon the final determination by the
Independent Accountants, any amounts payable by either party shall be payable
within 3 business days following the determination of the Independent
Accountants, which payments shall include interest, which shall accrue from the
Payment Date until the date such payment is made, at the legal rate for
judgments in effect in
5
New York, New York on the date such payment is made. The firm first selected
pursuant to this Section 2.2(c), shall be the firm utilized by the parties for
purposes of this Section 2.2(c) at all times during the 12-month period
immediately following such firm's selection, to the extent such firm is able to
so serve.
2.3 Calculation of Profit Margin.
(a) During the first three years of the term of this
Agreement, the profit margin to be charged by Techco shall be 5.76% of all costs
and expenses it incurs on behalf of Novavision; provided, that no profit margin
shall be charged by Techco on any costs or expenses it incurs for services
provided to Techco by Sky Latin America, LLC ("ServiceCo").
(b) On the third anniversary of the date of this
Agreement, and at the end of each three-year period thereafter (the
"Determination Dates"), the appropriate profit margin to be charged hereunder
shall be agreed among TNCL, Globo and Televisa (or their respective nominees)
(collectively, the "Majority Partners");provided that the profit margin shall
not be greater than the profit margin charged to any other platform which is an
affiliate of Techco for similar services. If the Majority Partners are unable to
agree on an appropriate profit margin within sixty (60) days following any
Determination Date, the appropriate profit margin to be charged hereunder shall
be referred for determination by Independent Accountants mutually acceptable to
the Majority Partners. The fees and expenses of the Independent Accountants
shall be paid by Techco. Promptly after receiving the Independent Accountants'
determination, the Majority Partner will resume their discussions about the
profit margin, with a view to reaching agreement on what margin to apply. In all
such discussions, the Majority Partners will give due weight to the Independent
Accountants' recommendation. Pending an agreement among the Majority Partners
about the appropriate profit margin, the profit margin in place immediately
before the most recent Determination Date will continue to apply.
6
SECTION 3. TERM
The term of this Agreement will commence on the date hereof
and will continue for a period of ten years. Thereafter, the term of this
Agreement will automatically renew for successive periods of one year, unless
either party provides written notice of its desire to terminate no less than 90
days prior to the end of the then current term.
SECTION 4. TAXES
(a) If, at any time during the term of this Agreement,
the service fees payable hereunder become subject to withholding of tax at
source ("Withholding Tax"), then the service fees shall be increased by an
amount (the "Additional Amount") such that Techco receives, after deduction of
such Withholding Tax, the amount it would have received had no such Withholding
Tax been imposed, and Novavision shall pay the full amount of such Withholding
Tax to the applicable governmental authority.
(b) If Novavision shall be required to pay any Additional
Amounts hereunder, the parties hereto shall take commercially reasonable
measures available to them to take advantage of laws, tax treaties and similar
conventions so as to minimize such payment of Additional Amounts.
(c) Other than as set forth in this Section 4, the
parties shall each bear any taxes, duties, tariffs or other charges imposed upon
them by any governmental authority.
SECTION 5. INDEMNIFICATION
5.1 Indemnification by Novavision and Innova. Novavision and
Innova will, jointly and severally, indemnify, defend and hold harmless Techco,
its partners and each of their affiliates, and their respective officers,
directors, shareholders, partners and employees, and the successors and assigns
of any thereof, from and against any and all claims, judgements, liabilities,
(including Withholding Taxes), losses, costs, damages or expenses (including
7
reasonable counsel fees, disbursements and court costs) ("Losses") that Techco,
its partners or any such indemnitee may suffer arising from or relating to (a)
any material breach by Novavision of its obligations under this Agreement or (b)
the gross negligence or willful misconduct of Novavision in performing its
obligations under this Agreement.
5.2 Indemnification by Techco. Techco will indemnify, defend and
hold harmless Novavision, its members and each of their affiliates, and their
respective members, officers, directors, shareholders, partners and employees,
and the successors and assigns of any thereof, from and against any and all
claims, judgements, liabilities, (including Withholding Taxes), losses, costs,
damages or expenses (including reasonable counsel fees, disbursements and court
costs) ("Losses") that Novavision, its members or any such indemnitee may suffer
arising from or relating to (a) any material breach by Techco of its obligations
under this Agreement or (b) the gross negligence or willful misconduct of Techco
in performing its obligations under this Agreement.
5.3 Indemnification Procedures.
(a) In connection with any indemnification provided for
in this Section 5, the party seeking indemnification will give the party from
which indemnification is sought prompt notice whenever it comes to its attention
that it has suffered or incurred, or may suffer or incur, any Losses for which
it is entitled to indemnification under this Section 5 and, when known, the
facts constituting the basis for such claim (in reasonable detail). Failure by
the indemnified party so to notify the indemnifying party will not relieve the
indemnifying party of any liability under this Agreement except to the extent
that such failure prejudices the indemnifying party in any material respect.
(b) After the notice required by Section 5.3(a), which
notice acknowledges the indemnifying party's obligation to provide
indemnification under this Agreement, if the
8
indemnifying party undertakes to defend any such claim, the indemnifying party
will be entitled, if it so elects, to take control of the defense and
investigation with respect to such claim and to employ and engage legal counsel
reasonably satisfactory to the indemnified party to handle and defend such
claim, at the indemnifying party's cost, risk and expense. The indemnifying
party will not settle any third-party claim that is the subject of
indemnification without the written consent of the indemnified party, which
consent will not be unreasonably withheld; provided that the indemnifying party
may settle a claim without the indemnified party's consent if such settlement
(i) makes no admission or acknowledgment of liability or culpability with
respect to the indemnified party, (ii) includes a complete release of the
indemnified party and (iii) does not require the indemnified party to make any
payment or forego or take any action. The indemnified party will cooperate in
all reasonable respects with the indemnifying party and its counsel in the
investigation, trial and defense of any lawsuit or action with respect to such
claim and any appeal arising therefrom (including the filing in the indemnified
party's name of appropriate cross-claims and counterclaims). The indemnified
party may, at its own cost, participate in any investigation, trial and defense
of any lawsuit or action with respect to such claim and any appeal arising
therefrom. If there are one or more legal defenses available to the indemnified
party that conflict with those available to, or that are not available to, the
indemnifying party, the indemnified party will have the right, at the expense of
the indemnifying party, to engage separate counsel and participate in the
defense of the lawsuit or action; provided that the indemnified party may not
settle such lawsuit or action without the consent of the indemnifying party,
which consent will not be unreasonably withheld.
(c) If, after receipt of a claim notice pursuant to
Section 5.3(a), the indemnifying party does not undertake to defend any such
claim, the indemnified party may, but will have no obligation to, contest any
lawsuit or action with respect to such claim, and the
9
indemnifying party will be bound by the result obtained with respect thereto by
the indemnified party (including the settlement thereof without the consent of
the indemnifying party).
5.4 Survival. The terms and conditions of this Section 5 will
survive the expiration or termination of this Agreement, regardless of the
reason for such expiration or termination.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF NOVAVISION
6.1 Novavision is a Mexican limited liability company duly
organized and validly existing and in good standing under the laws of the United
Mexican States. Novavision has all requisite corporate power and authority to
own or lease and operate its assets and to carry on its business as it is
presently being conducted. Novavision has all requisite corporate power and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.
6.2 Novavision has taken all necessary corporate action necessary
to authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby. This Agreement has been
duly and validly authorized, executed and delivered by Novavision and
constitutes the valid and binding obligation of Novavision, enforceable against
Novavision in accordance with its terms except to the extent that enforceability
(i) may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and (ii) is subject to
general principles of equity.
6.3 No consent, authorization or approval of, or exemption by, or
filing with, any governmental, public or self-regulatory body or authority or
administrative agency or commission (a "Governmental Agency") or any other third
party is required in connection with the execution, delivery and performance by
Novavision of this Agreement or the consummation of the transactions
contemplated hereby.
10
SECTION 7. REPRESENTATIONS AND WARRANTIES OF TECHCO
7.1 Techco is a general partnership duly organized and validly
existing and in good standing under the laws of the state of its organization.
Techco has all requisite power and authority to own or lease and operate its
assets and to carry on its business as it is presently being conducted. Techco
has all requisite power and authority to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby.
7.2 Techco has taken all action necessary to authorize the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby. This Agreement has been duly and validly
authorized, executed and delivered by Techco and constitutes the valid and
binding obligation of Techco, enforceable against Techco in accordance with its
terms except to the extent that enforceability (i) may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) is subject to general principles of equity.
7.3 No consent, authorization or approval of, or exemption by, or
filing with, any Governmental Agency or any other third party is required in
connection with the execution, delivery and performance by Techco of this
Agreement or the consummation of the transactions contemplated hereby.
SECTION 8. MISCELLANEOUS
8.1 Assignment and Delegation. Neither party may assign this
Agreement or any right accruing hereunder, or delegate its performance hereunder
in whole or in part, except with the written consent of the other party hereto.
8.2 Amendment. This Agreement may be amended at any time by a
written instrument executed by both parties.
8.3 Governing Law. This Agreement will be governed by the laws of
the State of New York, without regard to any conflicts of laws rules. Any action
to enforce any provision of this Agreement may be brought only in the Supreme
Court, in the State of New York, County of New York, or in the United States
District Court for the Southern District of New York.. Each party (i) agrees to
submit to the general jurisdiction of such courts and to accept service of
process at its address for notices pursuant to this Agreement in any such action
or proceeding and (ii) irrevocably waives any objection it may have to the
laying of venue of such action or proceeding brought in any such court and any
claim that such action or proceeding brought in any such court has been brought
in an inconvenient forum.
8.4 Attorneys' Fees. If any party commences an action because of
the breach of or to enforce any of the terms of this Agreement, the prevailing
party will be entitled to all costs and expenses associated with such action,
including reasonable attorneys' fees.
8.5 Binding Effect. Except as otherwise provided in this
Agreement, this Agreement will be binding upon, and will inure to the benefit
of, the parties and their respective successors and permitted assignees.
8.6 Waiver. No consent or waiver, express or implied, by a party
of any breach or default by the other party in the performance of its
obligations under this Agreement will be deemed to be a consent to or waiver of
any further or other breach or default by such other party. Failure on the part
of a party to complain of an act, or failure to act, of the other party or to
declare the other party to be in default, irrespective of how long such failure
continues, will not constitute a waiver by a party of its rights under this
Agreement.
8.7 Notices. All notices, consents, approvals or other
communications given or made under this Agreement will be made in writing. All
notices, demands and requests will be effective upon personal delivery to an
officer of any recipient or upon receipt, if sent by facsimile
12
(receipt confirmed) or overnight delivery service, addressed as specified below
(or at such other address as the addressee may give to the other in writing).
If to Techco, to:
00000 X.X. 00xx Xxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Telecopy: 305-816-5111
Attention: Xxxxx Xxxxxxxxxx
with copies to:
Sky Latin America
00000 X.X. 00xx Xxxxx
Xxxxx Xxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: General Counsel
If to Novavision:
Corporacion Novavision S. de X.X.
Xxxxxxxxxxx, Xxx 000
Xxxx 0
Xxx. Xxx Xxxxx 00000
Xxxxxx
Telecopy: 00-00-000-0000
Attention: Xxxxxxxx Xxxxx
with copies to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Telecopy: 202-639-7003
Attention: Xxxxxx Xxxxxx, Esq.
and to:
The News Corporation Limited
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
13
and to:
Tele-Communications International, Inc.
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Telecopy: (000) 000-0000
Attention: General Counsel
Any party may waive in writing any required notice which is the obligation of
any other party, whether before or after the required notice.
8.8 Entire Ageement. This Agreement sets forth the entire
agreement and understanding of the parties in respect of the transactions
contemplated hereby and supersedes all prior agreements, arrangements and
understandings relating to its subject matter.
8.9 Severability. Each provision of this Agreement will be
considered severable. If for any reason any provision of this Agreement is
determined to be invalid, such invalidity will not impair the operation or
affect the other provisions of this Agreement, and the remainder of this
Agreement will continue in effect.
8.10 Counterparts. This Agreement may be executed in two or more
identical counterparts, and all of such counterparts, when taken together, will
be deemed to constitute the original of this Agreement.
8.11 Headings. The section and other headings contained in this
Agreement are inserted only as a matter of convenience and in no way affect the
scope or meaning of this Agreement.
8.12 Further Actions. The parties will execute and deliver all
documents, provide all information and take or forbear from all actions that may
be necessary or appropriate to achieve the purposes of this Agreement.
14
8.13 No Third-Party Beneficiaries. This Agreement is not intended
to, and will not be construed to, create any right enforceable by any person not
a party to this Agreement, including any creditor or employee of a party, except
as specifically referenced.
8.14 Force Majeure. Techco shall not be liable to Novavision for
any breach of, or failure of performance under, this Agreement which is caused
by a Force Majeure Event. A "Force Majeure Event" is any event which results
from any act of God, act of State, natural or man-made disaster or any other
cause beyond the reasonable control of Techco. If Techco is affected by a Force
Majeure Event, it shall promptly notify Novavision of the occurrence of that
event.
15
This Agreement is signed by the parties as of the date first written above.
DTH TECHCO PARTNERS
By: DTH USA, INC., a general partner
By: _____________________________
Name:
Title:
By: TELEVISA DTH TECHCO, INC., a general partner
By: ______________________________
Name:
Title:
By: TCI ARGENTINA, INC., a general partner
By: _____________________________
Name:
Title:
By: NEWS AMERICA DTH TECHO, INC., a general partner
By: _____________________________
Name:
Title:
CORPORACION NOVA VISION S. DE X.X
By:___________________________________
Name:
Title:
16
Agreed and Accepted with respect to Section 5
hereof as at the date first written above:
INNOVA S. DE. X.X.
By: _____________________________
Name:
Title:
17
Schedule 1.2
SERVICES
1. Downlink Services - Implement, operate, supervise and maintain downlink
services.
2. Uplink Services - Implement, operate, supervise and maintain uplink
facilities.
3. Playout/Broadcast Services - Define, select, implement, test, operate,
supervise and maintain facility hardware and software (automation and
playout).
4. Conditional Access Services - Supervise, operate and maintain
conditional access systems.
5. PPV Services - Operate, supervise and maintain PPV services.
6. Traffic - Implement, operate, supervise and maintain traffic server.
7. Network - Implement, operate, supervise and maintain data links between
Miami Lakes and Mexico, including local network in Miami Lakes.
8. Stream Server - Implement, operate, supervise and maintain stream
server system.
9. Commercial Insertion - Implement, operate, supervise and maintain
commercial insertion services.
Sch. 1.2-1
Schedule 1.3
ADDITIONAL SERVICES REQUESTS
Additional service requests ("Additional Service Requests") made by
Novavision shall be set forth on the Additional Service Request Form, attached
hereto as Annex A, or in a .vritten correspondence containing substantially the
same information on the Additional Service Request Form, and sent to Techco by
Novavision. Novavision should complete the sections on the Additional Service
Request Form entitled:
- originated by
- details of Service Request
- reason for Additional Service
Techco will assign a reference number to such Additional Service
Request, or cause a qualified third party to make a determination of the cost of
such Additional Service Request within 6 months after receipt of such Additional
Service Request and shall provide Novavision with an impact assessment,
substantially in the form attached hereto as Annex B (the "Impact Assessment").
Such Impact Assessment shall take into account the following additional
costs associated with the Additional Service Request:
- cost of addition/removal of Hardware items
- cost of changes to Documentation
- cost of changes to Implementation Plan
- cost of additional resource requirements
- cost of modification of Software
- cost of increases in labor and overhead
Additional costs will be noted and summarized in the Impact Assessment.
The costs of preparation of the Impact Assessment shall be borne by
Novavision.
Novavision shall have 15 business days after the receipt of the Impact
Assessment to accept the quotation of the cost for purchasing the Additional
Services, including, resolving any requested modifications to the Impact
Assessment, and to approve such quotation. If not accepted by Novavision within
15 business days following the receipt of the Impact Assessment and quotation,
the Additional Service Request shall be deemed closed as "Not Approved".
If accepted by Novavision, the costs of the Additional Service shall be
borne by Novavision, provided, that, if such Additional Service is utilized by
one or more other platforms then utilizing the services of Techco, then the
costs of such Additional Service shall be borne by all the platforms exploiting
such additional service; provided, however, that, if Techco determines the
Additional Service requested by Novavision will cause a 5% or more impact on the
monthly expenses of Techco, then Techco will submit an Impact Assessment to all
the
Sch. 1.3-1
ANNEX A
ADDITIONAL SERVICE REQUEST FORM
ANNEX B
IMPACT ASSESMENT SHEET
