Exhibit 10.6
MOTOR VEHICLE EMISSIONS INSPECTION AND MAINTENANCE PROGRAM
Amendment No. 5
THIS AGREEMENT dated for reference the l4th day of August, 1992.
BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA
represented by the Superintendent of Motor Vehicles, Ministry of
Attorney General
(the "Province")
OF THE FIRST PART
AND:
EBCO-XXXXXXXX TEST SYSTEMS LTD., EBCO AUTOMOTIVE TESTING HOLDINGS LTD.
and XXXXXXXX TEST SYSTEMS (B.C.) LTD., carrying on business as
EBCO-XXXXXXXX PARTNER , a general partnership registered in accordance
with the laws of the Province of British Columbia under No. 121626-91
and having an office at 0000 Xxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
(the "Contractor")
OF THE SECOND PART
WHEREAS:
A. By an agreement dated for reference the 30th day of August, 1991 and
entitled the MOTOR VEHICLE EMISSIONS INSPECTION AND MAINTENANCE PROGRAM
ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assumption Agreement"), the
Contractor assumed the obligations under the agreement dated for reference
the 15th day of April, 1991, between the Province and Ebco-Xxxxxxxx Test
Systems Ltd., as amended on May 15, 1991 (Amendment No. 1) and May 31, 1991
(Amendment No. 2), by letter agreements, which, inter alia, provides for
the Motor Vehicle Emissions Inspection and Maintenance Program established
by the Superintendent of Motor Vehicles for the purpose of certifying
compliance of motor vehicles with regulations concerning motor vehicle air
pollution emissions which agreement was further amended by an agreement
dated for reference the 13th day of December, 1991 and entitled the Motor
Vehicle Emissions Inspection and Maintenance Program Amendment No. 3, and
further amended by an agreement dated for reference the 1st day of April,
1992 and entitled Motor Vehicle Emissions Inspection and Maintenance
Program Amendment No. 4 (such agreement as amended and the Assumption
Agreement being hereinafter collectively referred to as the "Contract").
B. The parties wish to amend the payment mechanism set out in Schedule "2",
Contract Fee Schedule of the Contract.
NOW THEREFORE in consideration of the premises and the covenants, agreements,
representations and warranties hereinafter contained, the parties agree as
follows:
DEFINITIONS
1. In this Agreement those terms that are defined in the Contract and used in
this Agreement:
(a) are hereby incorporated by reference in this Agreement as if set out
at length in this Agreement; and
(b) will have the respective meanings assigned to them as in the Contract
unless the context otherwise required or unless otherwise defined in
this Agreement.
REPRESENTATIONS AND WARRANTIES
2. The Contractor represents and warrants to the Province that:
(a) all of the representations and warranties made in the Contract are
true and correct;
(b) the Contract has been performed in accordance with its terms to the
date hereof and there is no Event of Default outstanding at the date
hereof;
(c) it is a subsisting partnership constituted solely of the Partners as
disclosed in the "Declaration for Partnership and Business Name" filed
in the office of the Registrar of Companies of British Columbia on
July 29, 1991, and it is not a Limited Partnership under Part 3 of the
PARTNERSHIP ACT of British Columbia;
(d) it has the power and authority to enter into this Agreement and to
observe, perform and comply with the terms of the Contract as amended
by this Agreement;
(e) all necessary proceedings have been taken and done to authorize the
execution and delivery of this Agreement by the Contractor; and
(f) this Agreement has been legally and properly executed by the
Contractor and the Contract as amended by this Agreement is legally
binding upon and enforceable against the Contractor, and is legally
binding and enforceable, jointly and severally, against the Partners,
in accordance with its terms.
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AMENDMENTS
3. The Contract is amended as follows:
(a) by replacing paragraph 1 of Schedule "2", Contract Fee Schedule, with
the following:
"1. FEE COLLECTION AND DEPOSIT AND CONTRACTOR PAYMENT
The Contractor shall collect all fees to be paid at the time of
inspection at the Vehicle Emissions Inspection Centres. Fees
collected shall be $15.00 (plus Goods and Services Tax if it is
determined to be applicable) per emissions inspection, whether a first
inspection or a reinspection. Additional fees may be collected for
combined safety and emissions inspection provided the motorist
volunteers for the safety inspection as provided in paragraph 8 below.
The Contractor shall allow fee payment by cash or approved cheques.
(Contractor will develop criteria for approving cheques). From time
to time the Superintendent may change the amount of the fees to be
collected by the Contractor so long as the fees collected, in
combination with other appropriated monies, are adequate to compensate
the Contractor according to the Terms of this Agreement.
The Contractor shall deposit the amount of all fees collected to an
account designated by the Contractor for such purpose. Deposit of the
fees collected by the Contractor shall be made in a manner approved by
the Program Administrator to allow reconciliation of the fees
collected by the Contractor to amounts deposited. The Contractor
shall transfer to an account designated by the Province the amount of
the fees collected less the amount due the Contractor from the fees
collected. The Contractor shall transfer to the Province that net
amount prior to the end of the banking business day following the day
of the collection.
All fees collected by the Contractor are the responsibility of the
Contractor until they are deposited to the Province's account. The
Contractor shall take whatever steps are necessary to ensure the
security of collected fees, and shall reimburse the Province for any
monies due the Province that are lost, stolen, destroyed, or not
deposited to the Province's account for any other reason.";
(b) by deleting the date "June 30, 1999" in both subsection 14.07(f) and
in section 26.05 and substituting the date "August 31, 1999" in both
cases; and
(c) by deleting the phrase "giving possession" in subsection 14.02(d) and
substituting the phrase "taking possession".
RATIFICATION
4. The Contract, as amended by this Agreement, is hereby ratified and
confirmed by the Province and the Contractor.
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HEADINGS
5. The headings appearing in this Agreement have been inserted for reference
and as a matter of convenience and in no way define, limit or enlarge the
scope of any provision of this Agreement.
DULY EXECUTED by the Superintendent of Motor Vehicles, on behalf of Her Majesty
the Queen in Right of the Province of British Columbia and by Ebco-Xxxxxxxx
Partners by its authorized representatives, Ebco-Xxxxxxxx Test Systems Ltd.,
Ebco Automotive Testing Holdings Ltd. and Xxxxxxxx Test Systems (B.C.) Ltd., as
of the date first above written.
SIGNED on behalf of Her Majesty the )
Queen in Right of the Province of )
British Columbia by the Superintendent )
of Motor Vehicles in the presence of: )
)
/s/ Xxxxx Xxxxxxxx ) [ILLEGIBLE]
-------------------------------- ) ----------------------------------
(Name) Xxxxx Xxxxxxxx ) Superintendent of Motor Vehicles
)
Deputy Superintendant of )
Motor Vehicles )
-------------------------------- )
(Title) )
)
) Dated August 27, 1992
) ---------------------------
EBCO-XXXXXXXX PARTNERS by its authorized
representatives, Ebco-Xxxxxxxx Test
Systems Ltd., Ebco Automotive Testing
Holdings Ltd. and Xxxxxxxx Test Systems
(B.C.) Ltd.:
THE COMMON SEAL of EBCO-XXXXXXXX )
TEST SYSTEMS LTD., was hereunto )
affixed in the presence of: )
)
)
[ILLEGIBLE] )
-------------------------------- ) C/S
(Name) )
)
President )
-------------------------------- )
(Title) )
)
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THE COMMON SEAL of EBCO AUTOMOTIVE )
TESTING HOLDINGS LTD. was hereunto )
affixed in the presence of: )
)
)
[ILLEGIBLE] )
-------------------------------- ) C/S
(Name) )
)
President )
-------------------------------- )
(Title) )
)
THE COMMON SEAL of XXXXXXXX )
TEST SYSTEMS (B.C.) LTD. was hereunto )
affixed in the presence of: )
)
)
[ILLEGIBLE] )
-------------------------------- ) C/S
(Name) President )
)
)
-------------------------------- )
(Title) )
)
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