EXHIBIT 10.23
Caixa Economica Federal
FIFTH AMENDMENT TO THE SERVICE AGREEMENT
SIGNED ON 5/26/2000 BETWEEN CAIXA ECONOMICA
FEDERAL AND GTECH BRASIL LTDA. AND
RE-RATIFICATION OF SAME
Under the terms of this instrument, CAIXA ECONOMICA FEDERAL, a Government-owned
financial institution, created and organized pursuant to Decree Law 759, dated
8/12/69, and Decree No. 66303, dated 3/6/70, currently governed by the statute
approved in Decree No. 4371, dated 9/12/2002, registered under corporate
taxpayer No. CNPJ/MF 00.360.305/0001-04, having its head office at the following
address: SBS, Xxxxxx 00, Xxxxx 0/0, xx Xxxxxxxx - XX, represented herein by its
National Procurement Manager, Xx. XXXX XXXXXX XXXXX, a Brazilian, single, bearer
of personal I.D. card No. 13416213 - SSP/SP and registered under individual
taxpayer No. CPF/MF 000.000.000-00, hereinafter referred to simply as CAIXA, on
the one hand, and on the other hand the company GTECH BRASIL LTDA., having its
head office at the following address: Xxxxxxx Xxxxxxxxxx, 00, Xxxxxxx, Xxx
Paulo, registered under corporate taxpayer No. CNPJ/MF 68.926.682/0001-00,
represented herein by Messrs. MARCOS XXXXX XX XXXXXXXX XXXXXXX, a Brazilian,
married, an engineer, bearer of personal I.D. card No. RG 5.836.998 and
registered under individual taxpayer No. CPF/MF 994.179.628-04, and XXXXXXX XXXX
XXXXX, a Brazilian, married, an engineer, bearer of personal I.D. card No. RG
8.105.011 - SSP/SP, registered under individual taxpayer No. CPF/MF
000.000.000-00, hereinafter referred to simply as the SERVICE PROVIDER, based on
the permission granted by Article 5, item 5.2 of the Service Agreement signed by
the parties on May 26, 2000 (the "Agreement") and on the justifications
contained in CAIXA Administrative Proceeding No. 99.5303.033/2000, as authorized
by the Vice President/Logistics, have mutually agreed to celebrate this
AMENDMENT to the Agreement (the "Amendment"), the provisions below being hereby
agreed:
ARTICLE ONE - TERM
This Amendment shall remain in force for 25 (twenty-five) months as of April 15,
2003.
ARTICLE TWO - PRICE
For the perfect performance of the services, the CAIXA shall pay to the SERVICE
PROVIDER the same amounts agreed in the Agreement, as modified and re-ratified
in the Amendment and Re-Ratification document signed on April 18, 2001
(Amendment No. 1), in the Amendment and Re-Ratification document signed on
September 14, 2001 (Amendment No. 2), in the Amendment and Re-Ratification
document signed on July 1, 2002 (Amendment No. 3), in the Amendment and
Re-Ratification document signed on January 14, 2003 (Amendment No. 4) and in
this Amendment document.
SOLE PARAGRAPH - The contracting parties mutually agree to new prices, which
shall remain in force during the term of this Amendment document, which shall be
equivalent to 85% (eighty-five percent) of the prices stipulated in the
agreement signed on 5/26/2000 and in its respective amendments.
ARTICLE THREE - ESTIMATED VALUE
The estimated value of this Amendment document is R$25.500.000,00 (twenty-five
million, five hundred thousand Brazilian reais) per month, for a total of
R$650.250.000,00 (six hundred fifty million, two hundred fifty thousand
Brazilian reals) for the period of 25 (twenty-five) months.
ARTICLE FOUR - REGARDING SUPPRESSION
The contracting parties reserve to CAIXA the right to suppress at any time the
services contracted for in excess of the 25% (twenty-five percent) limit set by
law, provided that (i) at least 18 (eighteen) months of the term indicated in
Article One above have already elapsed, and (ii) the CAIXA has previously and
expressly notified the SERVICE PROVIDER in writing of the intention to suppress
the services contracted for, with no indemnity or onus for either of the
parties.
SOLE PARAGRAPH - Possible suppression of the services as provided for in this
Article Four may only be implemented by CAIXA at least 60 (sixty) days after
effective receipt by the SERVICE PROVIDER of the above-mentioned notification,
it being understood, however, that if such notification is received by the
SERVICE PROVIDER before the end of the period of 18 (eighteen) months that the
Agreement has been in force, the period of 60 (sixty) days shall only be counted
after the aforementioned 18 (eighteen) months of validity of the Agreement have
elapsed.
ARTICLE FIVE - REGARDING THE RATIFICATION
Taking into account the rectifications comprising the object of this Amendment
document, the contracting parties ratify the stipulations comprising the object
of Articles One (Definitions), Two (Object), Three (Price), Four (Form of
Payment), Seven (Performance of the Services), Eight (Obligations of the Service
Provider), Nine (Responsibilities of the Service Provider), Ten (Obligations of
CAIXA), Eleven (Penalties and Administrative Sanctions), Twelve (Regarding
Criminal Offenses), Fourteen (Inspections), Fifteen (Incidence of Taxes, Social
Charges, Insurance, etc.), Sixteen (Non-Performance and Termination of the
Agreement), Seventeen (Confidentiality), Eighteen (Final Provisions), as well as
Annexes I, II, II-A, II-B, III, IV, V, VI, VII, and VIII of the Agreement, with
the alterations and re-ratifications introduced by the Amendment and
Re-Ratification document signed on April 18, 2001 (Amendment No. 1), in the
Amendment and Re-Ratification document signed on September 14, 2001 (Amendment
No. 2), in the Amendment and Re-Ratification document signed on July 1, 2002
(Amendment No. 3), in the Amendment and Re-Ratification document signed on
January 14, 2003 (Amendment No. 4) all the terms, articles and other conditions
not ratified by this Amendment document being revoked, without prejudice to the
rights of the contracting parties.
ARTICLE SIX - REGARDING BUDGETARY RESOURCES
The budget allocation to cover the expenses of the proposed contracting of
services has been entered under the following items of budget control: 5605-09 -
On-Line Lottery Expenses and 5503.11 - Implementation Expenses - Data
Processing; Events No. 3581 and No. 7641; Cost Centers No. 3581 and 7641, in
accordance with the commitment registered with SIPEC under No. 009/2002 MZ.
ARTICLE SEVEN - REGARDING THE CONTRACTUAL GUARANTEE
For the purposes of execution of this Amendment, the SERVICE PROVIDER undertakes
to provide on this date a guarantee of the "Performance Bond" type, in the
amount of R$20.000.000,00 (twenty million Brazilian reals), to be approved by
CAIXA.
PARAGRAPH ONE - The SERVICE PROVIDER undertakes to provide for the immediate
substitution of a contractual guarantee that is not approved by CAIXA, in at
most 24 (twenty-four) hours as of the notification to make the substitution
requested, without prejudice to the full performance of its obligations and
responsibilities arising from, deriving from, or connected with the Agreement.
PARAGRAPH TWO - The guarantee, when applicable, shall be replenished whenever an
amount is deducted to pay a contractual fine.
PARAGRAPH THREE - The guarantee shall be released after the perfect performance
of the Agreement, provided all its contractual terms, articles and conditions
are complied with.
PARAGRAPH FOUR - The total or partial loss of the guarantee in CAIXA's favor for
default of the contractual obligations shall occur by operation of law,
independent of any judicial or extra-judicial notification.
PARAGRAPH FIVE - Substitution of the guarantee is permitted at any time, by
means of notice sent to CAIXA, taking into account the types of guarantee
provided for in Law No. 8666, dated June 21, 1993.
ARTICLE NINE (SIC) - JURISDICTION
The jurisdiction of the Federal Court System, Judicial District of Brasilia -
DF, shall be the appropriate one to settle disputes arising from this Amendment
document.
Being thus agreed, CAIXA and the SERVICE PROVIDER sign this Amendment document
in 4 (four) counterparts of equal form and content, in the presence of the
undersigned witnesses.
Brasilia - XX, Xxxxx 0, 0000
XXXXX XXXXXXXXX FEDERAL
(signed) Xxxx Xxxxxx Xxxxx
GTECH BRASIL LTDA.
(signed) Marcos Xxxxx xx Xxxxxxxx Xxxxxxx
(signed) Xxxxxxx Xxxx Xxxxx
WITNESSES:
(signed) Altair (illegible) Xxxxx
I.D. No. R.G. (illegible)
(signed) Xxxxxx Xxxxxxx Xxxxxxxxx xx Xxxxxxxx
I.D. No. R.G. 3625833
(signed) Xxxxxx Xxxxxxx Passos Xxxxxxx
I.D. No. R.G. (illegible)
