EXECUTlON COPY

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Effective date from: (10/28/2015) to: (07/01/2019)
ELECTRONIC TOLL COLLECTION SYSTEM
MASTER SERVICES AGREEMENT
Contract Number ACT-201 6 -00009 7
Amendment A

THIS AMENDMENT AGREEMENT A (this "Amendment A") is made and

entered into on October 28 th , 2015 by and between the Puerto Rico Highways
and Transportation Authority ("PRHTA"), Autopistas Metropolitanas de
Puerto Rico, LLC ("Metropistas"), a limited liability company organized under
the laws of Puerto Rico, and Gila LLC ("Contractor"), a limited liability company
organized under the laws of the State of Texas, United States of America, and
duly authorized to do business in Puerto Rico in respect of the ELECTRONIC TOLL
COLLECTION SYSTEM - CUSTOMER SERVICE CENTER MASTER SERVICES
AGREEMENT entered into by and between PRHTA, Metropistas and the
Contractor on February 4, 2015 (the "Contract").

ARTICLE 1
DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions. Capitalized terms used herein but not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Contracto

Section 1.2 Interpretation. The provisions of Clause 1.2 of the Contract

are hereby incorporated into this Amendment A and shall apply to this
Amendment A as though they were set out in full herein, except that references
to the "Contract" in such provisions are to be construed as references to this
Amendment A.
ARTICLE 11
AMENDMENTS

Section 2.1 Amendments to the Contracto The Contract is hereby

amended as set forth below:

(a) Clause 22.1 of the Contract is amended to include the following last
sentence:

"For clarity, the use of the term "all workers" in this Clause does not
require the Contractor to obtain the insurance coverages described in this
Clause for employees of the Service Recipients, but only in respect of the
Personnel. 11

(b) Clause 39.16 of the Contract is deleted in its entirety and replaced with
the following:

"The Contractor certifies that if it receives any orders, subpoenas,

requests, resolutions, court judgments or directions from the
administrator of the Administration for Child Support, as required by Act
168 of August 12, 2000, to deduct monies from any of its employee's
salaries, including with respect to elder or child support, the Contractor is,
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 ELECTRONIC TOLL COLLECTION SYSTEM - AMENDMENT A

and will remain, in compliance with such orders, subpoenas, requests,

resolutions, court judgments or directions."

(c) To the extent that the Contractor's provision of the Services causes a
Service Recipient any loss of revenue with respect to a transaction type in
connection with the operation of the Tolling System after Tolling Day One,
then the Contractor shall pay Service Recipients the loss of revenue. Such
loss of revenue shall be determined by comparing the number of the
transaction type in the applicable month to the number of such
transaction type during the same month of the preceding year (which may
include months prior to Tolling Day One) and if, taking into account
seasonality and acts of God, the number of such transaction type for such
month is more than 0.5% percent below the number of such transaction
type during the same month of the preceding year, the Parties agree that
such reduction shall be a loss of revenue, unless the Contractor
undertakes a review and prepare a report in respect of such loss of
revenue no more than 30 days following the end of the applicable month
and, following receipt of such report, and in their reasonable judgment,
the Service Recipients determine that such loss of revenue was not
attributable to the Contractor.

Section 2.2 Amendments to the Build SOW. The Build SOW is hereby
amended as set forth below:

(a) In Clause 2.1 of Attachment 2 (Scope of Works) to the Build SOW: the
initial paragraph is deleted in its entirety and replaced with the following:

"The Build Services phase shall be divided in several key main milestones
(as specified in Attachment 1)."

(b) In Clause 2.1 of Attachment 2 (Scope of Works) to the Build SOW: the
definition of "Tolling Day Two (new ETCS Systems Deployment) 15th
January 2016" is deleted in its entirety and replaced with the following:

"Tolling Day Two (new ETCS Systems Deployment): June 30, 2016."

(c) Attachment 1 (Project Milestones) to the Build SOW is deleted in its

entirety and replaced with Attachment 1 set forth in Appendix A to this
Amendment A.

(d) Attachment 2 (Scope of Works) to the Build SOW shall be amended to

include the following additional functionality to be delivered by January
30, 2016:

- A customer satisfaction survey tool, allowing AutoExpreso customers to rate

their experience through objective and subjective feedback to the Contractor
and Service Recipients.

Evaluation and modification of the existing AutoExpreso website to include

changes to the look, feel and flow as mutually agreed upon by Contractor and
Service Recipients. Note that functional changes will be limited or out of
 --------------------~
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ELECTRONIC TOLL COLLECTION SYSTEM - AMENDMENT A

seope due to the proprietary nature of the underlying souree eode.

Evaluation and modifieation of the existing IVR to include ehanges to the eall
tree and reeordings as agreed by Contraetor and Serviee Recipients.

Eleetronie notifieation to AutoExpreso eustomers of their individual balance

status and eomplianee with all violation notifieations required by law for those
users registered to Autoexpreso with phone andjor eleetronie mail
information.

(e) Installation of 13 multiprotoeol antennas at Metropistas' ILR and DTL lanes

and provision of two spare multiprotoeol antennas, on or before Tolling
Day 3.

Section 2.3 Amendments to the O&M SOW by and between PRHTA

and the Contractor. The O&M SOW by and between PRHTA and the Contraetor
is hereby amended as set forth below:

(a) Clause 2.4(b) of the O&M SOW is amended to include the following last
sentenee:

"Subjeet to any rights to withhold payments, make adjustments, assess

penalties or any other similar aetion allowed by law or under this
Agreement, Serviee Recipient shal! pay the Contraetor al! O&M Fees
invoieed by the Contraetor in aeeordanee with this Clause within 30 days
from approval 1 of the invoiee by Serviee Recipient. 1I

(b) Clause 2.4 of the O&M SOW is amended to delete the O&M Fees table in
its entirety and replacing it with the following:

(e) Clause 2.1 of the O&M SOW is amended to delete the O&M Serviee to
PRHTA table in its entirety and replacing it with the following:
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ELECTRONIC TOLL COLLECTION SYSTEM - AMENDMENT A

(d) Clause 2.4(e) of the O&M SOW is amended to delete paragraph (e) in its
entirety and replace paragraph (e) with the following:

"The monthly aggregate Tag fee, under the O&M SOWs collectively, shall
equal (i) beginning July 1, 2015 through December 31, 2016, $2.50 per
tag, (ii) from January 1, 2017 through December 31, 2017, $2.375 per
tag, (iii) from January 1, 2018 through December 31, 2018, $2.25 per tag
and (iv) from January 1, 2019 andthereafter, $2.14 per tag. The Tag
fees shall be assessed by Contractor for tags sold in the previous month
and shall be allocated to Metropistas and PRHTA as follows. The monthly
Tag fees shall be proportional to the number of Transactions associated
with each Service Recipient (e.g., if the Tag fee is $2.50, $2.50 shall be
multiplied by PRHTA's proportion of the total Transactions under the
Agreement for the applicable month and the result shall be paid by PRHTA
to Contractor). For avoidance of doubt, PRHTA shall only be invoiced for
Tag fees in connection with its Transactions and Metropistas shall only be
invoiced for Tag fees in connection with its Transactions. Such Tag fees
may be paid directly from the escrow account, upon the direction of
Metropistas and PRHTA"

(e) Without waiving any existing rights, obligations or remedies Service

Recipient may have under the Agreement, the Parties agree that on or
before January 1, 2016, the Contractor shall implement a Business
Continuity Plan in respect of the Legacy System that satisfies the
requirements under the Agreement.

Section 2.4 Amendments to the O&M SOW by and between

Metropistas and the Contractor. The O&M SOW by and between Metropistas
and the Contractor is hereby amended as set forth below:

(a) Clause 2.4(b) of the O&M SOW is amended to include the following last
sentence:

"Subject to any rights to withhold payments, make adjustments, assess

penalties or any other similar action allowed by law or under this
Agreement, Service Recipient shall pay the Contractor all O&M Fees
invoiced by the Contractor in accordance with this Clause within 30 days
from approval of the invoice by Service Recipient."
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ELECTRONIC TOLL COLLECTION SYSTEM - AMENDMENT A

(b) Clause 2.4 of the O&M SOW is amended to delete the O&M Fees table in
its entirety and replacing it with the following table and text:

The O&M Fees shall also include a one-time payment on Tolling Day 3 of
$353,158 in respeet of the eommissioning of the 13 multiprotoeol
antennas at ILR and DTL lanes. Il

(e) Clause 2.1 of the O&M SOW is amended to delete the O&M Serviee to
Metropistas table in its entirety and replacing it with the following:

(d) Clause 2.4(e) of the O&M SOW is amended to delete paragraph (e) in its
entirety and replaee paragraph (e) with the following:

"The monthly aggregate Tag fee, under the O&M SOWs eolleetively, shall
equal (i) beginning July 1, 2015 through Deeember 31, 2016, $2.50 per
tag, (ii) from January 1, 2017 through Deeember 31, 2017, $2.375 per
tag, (iii) from January 1, 2018 through Deeember 31, 2018, $2.25 per tag
and (iv) from January 1, 2019 and thereafter, $2.14 per tag. The Tag
fees shall be assessed by Contraetor for tags sold in the previous month
and shall be alloeated to Metropistas and PRHTA as follows. The monthly
Tag fees shall be proportional to the number of Transaetions associated
with eaeh Serviee Recipient (e.g., if the Tag fee is $2.50, $2.50 shall be
multiplied by Metropistas' proportion of the total Transaetions under the
Agreement for the applieable month and the result shall be paid by
Metropistas to Contraetor). For avoidanee of doubt, Metropistas shall only
be invoieed for Tag fees in eonneetion with its Transaetions and PRHTA
shall only be invoieed for Tag fees in eonneetion with its Transaetions.
 ELECTRONIC TOLL COLLECTION SYSTEM - AMENDMENT A

Such Tag fees may be paid directly from the escrow account, upon the
direction of Metropistas and PRHTA"

(e) Without waiving any existing rights, obligations or remedies Service

Recipient may have under the Agreement, the Parties agree that on er
before January 1, 2016, the Contractor shall implement a Business
Continuity Plan in respect of the Legacy System that satisfies the
requirements under the Agreement.

Section 2.5 Attachment 2 (General Operations & Maintenance

Specifications) to the O&M SOW Attachment 2 (General Operations &
Maintenance Specifications) to the O&M SOW shall be amended to include
the following additional O&M Services:

- A customer satisfaction survey tool, allowing AutoExpreso customers to rate

their experience through objective and subjective feedback to the Contractor
and Service Recipients.

Evaluation and modification of the existing AutoExpreso website to include

changes to the look, feel and flow as agreed by Contractor and Service
Recipients. Note that functional changes will be Iimited or out of scope due to
the proprietary nature of the underlying source codeo

Evaluation and modification of the existing IVR te include changes to the call
tree and recordings as agreed by the Contractor and Service Recipients.

Electronic notification to AutoExpreso customers of their respective balance

status and compliance with all violation notifications required by law for those
users registered to Autoexpreso with phone and/or electronic mail
information.

ARTICLE III
DOCUMENTS OTHERWISE UNCHANGED

Except as expressly provided in this Amendment A, the Agreement shall remain

unchanged and in full force and effect.

ARTICLE IV
GOVERNING LAW

This Amendment A is governed by and shall be construed according to the laws

of the Commonwealth of Puerto Rico (excluding any conflict of laws rule or
principie which might refer such interpretation to the laws of another ~
jurisdiction). ~ r
ARTICLE VI
MISCELLANEOUS
ELECTRONIC TOLL COLLECTION SYSTEM - AMENDMENT A

(a) This Amendment A, together with the Agreement, constitute the entire
agreement between the Parties pertaining to the subject matter hereof
and supersede all prior agreements, negotiations, discussions and
understandings, written or oral, between the Parties with respect to the
subject matter hereof.

(b) If any provision of this Amendment A is held invalid, unenforceable or

iIIegal for any reason, this Amendment A shall remain otherwise in full
force apart from such provision which shall be deemed deleted.

(c) This Amendment A may be executed in counterparts by the respective

Parties, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement, provided that this Agreement shall be of no force and effect
until the counterparts are exchanged.
IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this
Amendment A as of October 28 th , 2015.

GILA LLC PUERTO RICO HIGHWAYS AND

~RTATION AUTHORITY

By:
Name: Bruce
Title: Chief ~!eI1t1V1
Na~e cf!~8~~
Title: Executive Director

AUTOPISTAS METROPOLITANAS DE
PUERTO RICO, LLC

By: <;.!J.~-
Name: "GonzaiO'5\lcalde
Title: Chief Executive Officer

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