AGREEMENT
This Agreement is made by and between the State of Connecticut,
Department of Motor Vehicles ("State"), acting by and through Xxxx 0.
Xxxxxxx, the Commissioner of Motor Vehicles, who is the successor to
Commissioner Xxxxxxx X. Xxxxxxxxx, under the authority of Sections 4-8, 14-3
and 14-164c of the Connecticut General Statutes, and Envirotest Systems Corp.
("Envirotest"), a Delaware corporation with its principal place of business
located at 000 Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxxx.
WHEREAS,
1. By written contract dated April 14, 1994 ("Contract"), Envirotest
and the State ("Parties") entered into an agreement for the provision of
emissions testing facilities and services for motor vehicles in accordance
with Chapter 246a of the Connecticut General Statutes, Conn. Gen. Stat.
Section 14-164b, ET SEQ.
2. During the term of the Contract, certain disputes arose in
connection with the performance of the Contract, including INTER ALIA,
whether (a) performance under the Contract resulted in savings to Envirotest,
such that the State might be entitled to monies from Envirotest, and (b)
whether Envirotest was entitled to additional monies under the Contract.
3. The Contract contained a dispute resolution procedure in Exhibit E,
Section 12.0. The Parties were unable to resolve their disputes through
consultation. Thereafter, by letter dated February 9, 1996, then
Commissioner Xxxxxxxxx set forth the State's position with respect to the
disputed issues. (A copy of this letter is attached as Exhibit A.)
4. On March 11, 1996, Envirotest submitted a Demand for Arbitration
with the American Arbitration Association.
5. Thereafter, by Complaint returnable June 4, 1996, and bearing
Docket No. CV 96-560148 S, the State initiated a lawsuit against Envirotest
and the American Arbitration Association, seeking to enjoin arbitration of
the Parties' dispute. In this lawsuit the State claimed that Envirotest's
Demand for Arbitration was not timely filed, which Envirotest denies.
6. On or about October 22, 1997, the State and Envirotest entered into
an Amendment to the Contract. In addition, the State and Envirotest had
previously entered into a Safety Contract effective October 25, 1996 ("Safety
Contract"). Since the execution of the Safety Contract issues have arisen
between the Parties that remain unresolved.
Page 2 of 7
7. The State and Envirotest each deny any wrongdoing with respect to
the performance of the Contract as amended, and each deny any liability to
the other. Nevertheless, the Parties wish to resolve all outstanding issues,
including any issues which might have been brought through the date of this
settlement Agreement, and, intending to be legally bound hereby, the State
and Envirotest covenant, warrant, promise and agree as follows:
AGREEMENT
1. PROMISES OF ENVIROTEST
Envirotest agrees to the following and where applicable as more
fully set forth in the Second Amendment to the Contract, attached as Exhibit
B, and the First Amendment to the Safety Contract, attached as Exhibit C:
a) Envirotest will construct, staff and operate five (5) emission
inspection lanes, as follows:
i) Three (3) new lanes at the Darien facility;
ii) One (1) new lane at the Taftville facility;
iii) One (1) new lane at the East Windsor facility.
If zoning or other necessary approvals at the above-mentioned
locations cannot be obtained, or if for any other reason or
cause unforeseen at this time, such construction is not
feasible or not permitted, Envirotest may, with the approval
of the State, add lanes at other stations to achieve the total
of five (5) new lanes. All new lanes will be operational by
no later than January 31,1999, except the Taftville lane,
which will be operational by May 31, 1999, unless the State
agrees to an extension of time with respect to any lanes. The
provisions of this subparagraph (a) are subject to the
provisions of Section 3.0 of Exhibit E of the Contract.
b) Envirotest will add six (6) four-wheel dynamometers of which
two (2) will be added at the Darien facility, and one (1) each
will be added at the Taftville, East Windsor, Danbury and
Bridgeport facilities. Envirotest will add an additional six
(6) four-wheel drive dynamometers into those lanes identified
and mutually agreed to by the Parties. Four-wheel drive
dynamometer procurement and installation will begin within
thirty (30) days after the effective date of this Agreement
and will be completed in all lanes by May 31, 1999, unless the
State agrees to an extension of time. Envirotest agrees to
Page 3 of 7
provide a monthly report on its installation progress. The
provisions of this subparagraph (b) are subject to the
provisions of Section 3.0 of Exhibit E of the Contract.
c) Envirotest will increase its safety inspection lane network
from sixteen (16) to twenty-three (23) throughout the system.
The location of these lanes shall be as agreed to mutually
by the Parties. Existing lanes will be equipped and
operational for safety by no later than October 1, 1998,
subject to extension of time for events beyond the control of
Envirotest. All safety inspection lanes shall be used for
both emissions and safety testing at Envirotest's discretion;
however, Envirotest will use its best efforts to assure that
customers seeking a safety inspection will be accorded
priority in those lanes designated for safety over those
customers seeking only an emissions inspection. Envirotest
will continue to comply with the provisions of Section 6.1 of
Exhibit C of the Contract regarding station operations.
d) Envirotest will staff the additional seven (7) safety
inspection lanes under the Safety Contract so long as the
Safety Contract continues in existence.
e) Subject to the next sentence, there will be no volume
guarantee or fee adjustment based on volume for the remainder
of the term of the Safety Contract. All initial tests (except
tests on certain classes of vehicles to be agreed upon by the
State and Envirotest and which are in a de minimis number) for
safety performed in the State will be performed by Envirotest.
The State and Envirotest will agree on a schedule for the
phasing out of the State performing the initial safety tests.
The State may at its sole option continue to perform retests
on failing vehicles, up to and including all such retests.
The rate to be paid for each completed safety test shall be
the rate stated in paragraph 14 of the Safety Contract under
the column for 165,000 tests per year.
f) Within 120 days of the effective date of this Agreement,
Envirotest agrees to provide all customers failing the brake
test component of the safety inspection procedure with the
percentage results of each wheel printed on the vehicle safety
inspection report.
Page 4 of 7
g) Envirotest will keep the public entering the stations for
safety inspections informed as to the general requirements of
safety inspections, inclusive of wait times and other
information as agreed to by both Parties. The system to
provide such information shall be operational no later than 90
days after the effective date of this agreement.
h) Envirotest agrees that the depreciated value of the additional
lanes to be constructed pursuant to this Agreement, for any
purpose under the Contract, shall be calculated on the basis
of a completion date of July 1, 1995.
i) Envirotest agrees that the release granted to the State, as
hereinafter provided in paragraph 4, applies to any and all
claims of Envirotest arising out of (1) the failure of the
State to provide a site in Bridgeport for a station, and (2)
the acquisition by Envirotest of the site for the Bridgeport
station.
j) Envirotest will withdraw its Demand for Arbitration.
2. PROMISES BY STATE
The State agrees to the following and where applicable as more fully
set forth in the Second Amendment to the Contract and the First
Amendment to the Safety Contract:
a) If the State exercises its right to terminate the Safety
Contract for non-appropriation of funds, in accordance with
the provisions of paragraph 16 of the Safety Contract, the
effective date of termination will not be sooner than June 30,
1999.
b) The State agrees that Envirotest will not be required, under
the Contract, as amended, to either obtain a site for or build
a new facility in Fairfield County.
c) The State agrees to withdraw, with prejudice, the lawsuit
identified above and bearing Docket No. CV-96-5601148 S and
withdraw the letter of February 9, 1996 set forth in Paragraph
3 of the recitals.
d) The State shall review its safety inspection standards and
procedures for passenger motor vehicles, in order to ascertain
whether a more expedited procedure can be
Page 5 of 7
implemented, consistent with applicable laws and regulations.
If such changes are approved, Envirotest shall be permitted to
amend its inspection procedures accordingly.
e) In the event that the State intends to assess against
Envirotest any penalties, including but not limited to, wait
time penalties as set forth in Section 18.0 of Exhibit E of
the Contract or penalties for improper inspections as set
forth in Section 20.0 of Exhibit E of the Contract, the State
shall give Envirotest 14 days notice of such intent. During
such 14 day period, if Envirotest gives notice to the State,
Envirotest and the State shall meet to discuss and try to
determine the basis and validity of the penalties. The State
shall not withhold any fees or payments due Envirotest until
the end of such 14 day period.
3. RELEASE BY STATE
In exchange for the above-stated consideration, and except as set
forth in the second paragraph of this Paragraph 3, the State agrees
to forever release and discharge Envirotest, its successors,
assigns and subsidiaries, affiliates, present and former directors,
officers, agents, general agents, employees and/or any other
persons acting on its behalf, in their individual or official
capacity, from any and all claims, actions and actions, causes and
causes of action, suits, sums of money, contracts, controversies,
agreements, promises, damages, judgements and demands whatsoever in
law or in equity which the State had, has now or which the State
can, shall, or may have for, upon, or by reason of, the Contract
including any amendments, or the Safety Contract, as well as any
claims for quantum meruit, unjust enrichment, tort,
misrepresentation, arising under any constitution, statute, or
regulation, through the date of execution of this agreement
pertaining to the Contract or Safety Contract.
The release herein granted by the State does not apply to certain
penalties assessed against Envirotest pursuant to the terms of the
Contract, including but not limited to those contained in the
letters from Xxxxxx Xxxxx to Xxxxxx Xxxxxxx dated March 6, 1998,
March 5, 1998, February 11, 1998, February 10, 1998 (three letters
of this date), December 10, 1997 and September 15, 1997, and
letters from Xxxxxx Xxxxx to Xxxx Xxxxxxxxxxx dated March 12, 1998,
April 15, 1998 and April 30, 1998. Envirotest shall have the right
to contest such penalties as set forth in these letters, in
Page 6 of 7
accordance with the procedures for the resolution of disputes set
forth n the Contract.
4. RELEASE BY ENVIROTEST
Envirotest agrees that by this Agreement it does for itself, its
affiliates, subsidiaries, successors, assign, agents, employees,
and all those acting on its behalf, whether in their individual
capacity, does release and forever discharge the State from any and
all action and actions, cause and causes of action, suits sums of
money, contracts, controversies, agreements, promises, damages,
judgements, claims and demands whatsoever in law and equity which
Envirotest had, has now or in which Envirotest can, shall, or may
have for, upon or by reason of the Contract or the Safety Contract,
including claims sounding in contract, tort, quantum meruit or
unjust enrichment, quasi-contract, or arising under any statute or
regulation, through the date of execution of this Agreement, except
any claims as may be related to the penalties exempt from the
State's release of Envirotest as set forth in the second paragraph
of Paragraph 3.
5. GOVERNING LAW
This Agreement shall be governed by the laws of the State of
Connecticut. Any action to enforce the provisions of this
agreement, or seeking relief for breach of its terms, shall be
brought in the Superior Court within the State of Connecticut.
6. FURTHER ASSURANCES
The State and Envirotest both agree that, without the receipt of
further consideration, they will sign and deliver any documents and
do anything else that is reasonable and necessary in the future to
make the provisions of this Agreement effective.
7. OTHER AGREEMENTS AND CONFLICTS
This agreement is effective upon signing by the Parties. If there
is a conflict between this agreement and the Second Amendment to
the Contract, the Second Amendment to the Contract shall prevail,
and if there is a conflict between this agreement and the First
Amendment to the Safety Contract, the First Amendment to the Safety
Contract shall prevail.
7 of 7
IN WITNESS WHEREOF, I voluntarily and without coercion set my hand and seal
this 8th day of May, 1998, as my free act and deed.
ENVIROTEST SYSTEMS CORP.
By /s/ [ILLEGIBLE]
------------------------------------
Duly Authorized
Subscribed and sworn to before me this 8th day of May, 1998.
/s/ [ILLEGIBLE]
---------------------------------------
Commissioner of the Superior Court
IN WITNESS WHEREOF, I voluntarily and without coercion set my hand and seal
this 8th day of May, 1998, as my free act and deed.
STATE OF CONNECTICUT
DEPARTMENT OF MOTOR VEHICLES
By /s/ Xxxx X. Xxxxxxx
------------------------------------
Xxxx 0. Xxxxxxx, Commissioner
Duly Authorized
Subscribed and sworn to before me this 8th day of May, 1998.
/s/ Xxxx Yaravone
---------------------------------------
Commissioner of the Superior Court
STATE OF CONNECTICUT
[LOGO] DEPARTMENT OF MOTOR VEHICLES [LOGO]
00 XXXXX XXXXXX XXXXXXXXXXXX, XXXXXXXXXXX 00000-0000
Xxxxxxx X. Koziowsk,
Commissioner CERTIFIED MAIL
February 9, 1996
Envirotest Systems Corporation
0000 X. Xxxxxx Xxxx.
Xxxxxx, Xxxxxxx 00000
Attention: President and CEO
Dear Sir:
In accordance with the provisions of the Contract, Exhibit E, Section 12.0,
this is to inform you of my decision, as State Representative, in the matter
of the financial issues associated with the continuing performance by
Envirotest of an idle vehicle emissions inspection procedure, as distinct
from the I/M 240 procedure specified by the Contract, savings to Envirotest
arising out of noncompletion of facilities and lanes, and non performance of
other contract commitments.
As stated in my letter dated December 28, 1995, the position of the
Department of Motor Vehicles (hereinafter the "DMV") is that the performance
of the current test has resulted in substantial savings to Envirotest,
inasmuch as the provisions of the Contract establishing the price per test,
as well as other provisions defining Envirotest's scope of responsibility for
the enhanced program were negotiated with the expectation that I/M 240 would
be administered in a 26-station, 92-lane network.
The savings to Envirotest claimed by the DMV have been set forth in detail in
a report entitled "Estimated 1995 Cost Savings by Envirotest Systems Corp.
January 1996," prepared by DMV staff and DMV's independent financial
consultant. The report was furnished to representatives of your firm at a
meeting on January 5, 1996. Thereafter, you and your representatives met
with my staff and advisors on January 11th and 12th, and again on January
22nd, 23rd and 24th in Hartford for the purpose of resolving this dispute.
In addition to these meetings, there have been numerous telephone
communications between our representatives.
Since the parties have been unable to dispose of this dispute by means of
consultations within thirty days of my request for consultation, dated
December 28, 1995, as required by Exhibit E, Section 12.0, this letter shall
constitute my decision with respect to this dispute. In this regard, I have
had available to me for my review the Contract, the contents of the
above-cited report, all documentary materials submitted by Envirotest, and
all correspondence between the DMV and Envirotest. My decision is that
Envirotest has accrued certain savings reason of its nonperformance of
enhanced testing, as well as related contract requirements, as follows:
Envirotest Systems Corporation
February 9, 1996
Page 2
1. Savings due to Non-Completion of Facilities/Lanes $1,937,000
2. Cost Savings Due to Performance of Lesser Test $ 238,000
3. Cost Savings Due to Non-Performance of other
Contract Commitments $ 255.000
----------
$2,430,000
The above total does not include additional operating savings such as
maintenance and spare usage arising out of the idle test as distinct from
performance of a loaded mode test, and labor cost savings. The above totals
are for calendar year 1995, and will continue to accrue during 1996, and
thereafter, until such time as the entire station/lane configuration
specified by the Contract is operational and IM/240 testing (or other
enhanced test procedure as may be agreed and established) is administered by
Envirotest to all eligible 1981 and newer model year vehicles. The amounts
stated do not address or include potential claims of the DMV for certain
operational problems and deficiencies that have been made known to
Envirotest, some of which may result in the imposition of penalties
authorized pursuant to Exhibit E, section 20.0.
The report also identified certain departures from the Contract
specifications. In more detail, the actions still required and directed
dates for completion are as follows:
1. WAIT TIME SYSTEM - ALL STATIONS. A fully functional wait time system
meeting all Contract specifications must be installed within thirty (30)
days. Reference is made to Exhibit E, section 18.0 concerning the
functional requirements and measurement capabilities of the system.
2. CUSTOMER WAIT AREA SAFETY - ALL STATIONS. The potential hazard to
customers from gasses used or present during operations must be eliminated.
A plan must be submitted to DMV within two (2) weeks detailing the
corrective measures that will be taken.
It is my decision that unless these deficiencies are finally remedied within
the time frames indicated the DMV may proceed to avail itself of any and all
remedies provided in the Contract.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X . Xxxxxxxxx
Commissioner
Envirotest Systems Corporation
February 9, 1996
Page 3
cc: Xx. Xxxxxx XxXxxx via Certified Mail
CT Vehicle Inspection Program
Envirotest Corporation
00X Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xx. Xxxxxxx Xxxxx via Certified Mail
CT Vehicle Inspection Program
Envirotest Corporation
00X Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xx. Xxxx Xxxxxx, Esq.
Levy & Xxxxxx, P.C.
00 Xxxxxxxxx Xxxx Xxxx
X.X. Xxx 000
Xxxxxxxxxx, XX 00000-0000
ADDITIONAL TERMS AND CONDITIONS
OF
SECOND AMENDMENT TO CONTRACT BETWEEN THE STATE OF
CONNECTICUT AND ENVIROTEST SYSTEMS CORP. FOR THE
ESTABLISHMENT AND OPERATION OF MOTOR VEHICLE INSPECTION
PROGRAM FACILITIES FOR THE STATE CONNECTICUT, DATED APRIL 14,
1994, AS AMENDED BY AMENDMENT EFFECTIVE OCTOBER 22,1997
1. All words and phrases in this amendment which are capitalized shall have
the meanings stated in Exhibit B of the Contract. As used herein, "Contract"
means the Contract, as amended by the amendment effective October 22, 1997
and as amended by this amendment. As used herein, "First Amendment" means
the amendment to the Contract effective October 22, 1997.
2. Contractor will provide and pay for an additional six (6) four-wheel
drive dynamometers as follows: two (2) in the Darien facility and one (1)
each in the Taftville/Norwich facility, the Danbury facility, East Windsor
facility and the Bridgeport facility. The Contractor will add an additional
six (6) four-wheel drive dynamometers into those lanes identified and
mutually agreed to by the State and Contractor. Four-wheel drive dynamometer
procurement and installation will begin within thirty (30) days after the
effective date of this agreement and will be
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completed in all lanes May 31, 1999 subject unless the State agrees to an
extension to time. The Contractor agrees to provide to the State a monthly
report on its installation progress. The provisions of this subparagraph (b)
are subject to the provisions of Section 3.0 of Exhibit E of the Contract.
3. Exhibit C, page 4, of the Contract regarding the description of the
network sites and facilities was replaced in its entirety by a table set out
as Exhibit B to the First Amendment. This replacement table is deleted in
its entirety and in place of such table is substituted the table set out in
the Exhibit A attached to this amendment.
4. Section 9.0 of Exhibit C of the Contract, which is set forth in the
First Amendment is hereby deleted in its entirety and replaced with the
following:
"9.0 NETWORK AND FACILITIES
Contractor shall provide equipment and properly staff and operate a
network of twenty-five (25) stations. The Contractor shall not be required
to construct or operate a facility in Fairfield County other than the
facilities set forth in Exhibit A to this amendment.
However, the Contractor agrees to build, equip and pay for five (5)
additional lanes all of which are reflected in Exhibit A to this amendment so
that the total number of lanes after the lanes have been built will be 92.
If for any reason or
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cause unforeseen the building of any of such lanes is not feasible or not
permitted, the Contractor may with the approval of the State add lanes at
other stations to achieve the total of five (5) new lanes.
By no later than January 31, 1999, (but subject to the provisions of
Section 3.0 of Exhibit E of the Contract) unless the State agrees in writing
to extend such time, if any of such additional lanes are not operational or
in substantial progress (other than the Taftville lane which shall be
operational or in substantial progress by May 31, 1999), the State has the
right to seek equitable adjustment in the test fee set forth in paragraph 12
of the First Amendment, which test fee has been agreed to, in part, on the
basis of Contractor's operation of a 92 lane network, so long as in the
determination of such equitable adjustment, all network and operation issues
relating to incremental expenditures undertaken by Contractor in performance
of the Contract are taken into account if such expenditures arise out of the
absence of the Lanes.
5. Section 13.0 of Exhibit C of the Contract, which is set forth in the
First Amendment, is hereby deleted in its entirety and replaced with the
following:
"13.0 SERVICE TO THE PUBLIC
For the purposes of Exhibit C, section 11.0, of the Contract, (as
contained in paragraph 21 of the First Amendment) the station and all Lanes
at:
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(a) Taftville/Norwich shall be excluded from all wait time calculations
and standards for so long as safety inspections are performed by the
Contractor at that station, but only until the additional lane in
Taftville/Norwich as set forth in Paragraph 2 of this Amendment has been
completed and has been operational for fifteen (15) days; and
(b) Darien and Norwalk shall be excluded from all wait time
calculations and standards until such time as the three (3) additional lanes
at the Darien facility as set forth in Paragraph 2 of this Amendment have
been operational for fifteen (15) days.
If, despite good faith efforts by Contractor, twelve (12) months after the
effective date of this amendment either the Taftville/Norwich facility or the
Darien facility has not been or is not in the process of being permitted or
zoned for a three (3) lane facility for Taftville/Norwich or a eight (8) lane
facility in Darien, the parties agree to then negotiate in good faith a
mutually acceptable amended wait time calculation and standard to be
applicable to the Norwalk and/or Darien stations not then completed. If no
such agreement is reached between the parties, then at the written request of
either party, the matter shall be resolved in accordance with the provisions
of Section 12.0 of Exhibit E of the Contract.
These exclusions shall not relieve the Contractor of responsibility to
continue to use reasonable efforts to avoid habitual and excessive delays at
the above-mentioned facilities; to maintain an operational wait time system
at the facilities, in
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accordance with Exhibit C, section 11.0 of the Contract (as contained in
paragraph 21 of the First Amendment) to comply with section 3.K.6 of the
Technical Specifications; and to keep the public entering the facilities
informed as to estimated wait times, as provided by the Contract. With
respect to all other facilities and Lanes, the provisions of Exhibit E,
sections 18.0 and 19.0, of the Contract shall remain in full force and
effect."
6. In the event that payment is due the Contractor for termination of the
Contract for any reason whatsoever, the payment to the Contractor for the
buildings constructed and the equipment purchased to carry out the terms of
this amendment shall be calculated on the basis that the completion date for
such was July 1, 1995.
7. The Contract is hereby supplemented by the addition of the following
Section Exhibit E of the Contract
"30.0 PENALTY ASSESSMENT
In the event that the State intends to assess against the Contractor any
penalties, including but not limited to, wait time penalties as set forth in
Section 18.0 of Exhibit E of the Contract or penalties for improper
inspections as set forth in Section 20.0 of Exhibit E of the Contract, the
State shall give the Contractor 14 days' notice of such intent. During such
14 day period, if the Contractor gives notice to the State, the Contractor and
the State shall meet to discuss and try to determine the
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validity of the penalties. The State shall not have the right to withhold
any fees or payments due the Contractor until the end of such 14 day period.
8. All Provisions of the Contract not specifically amended or superseded by
the provisions of this amendment shall remain in full force and effect.
9. This amendment shall not become effective unless and until
(a) it is approved as to form by the Office of the Attorney General of
the State of Connecticut; and
(b) an amendment to the safety contract between the parties is executed
and takes effect concurrent with this amendment.
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EXHIBIT A
Assignment of Emissions Sites
Site No. Address Number of Lanes
--------------------------------------------------------------------------
1 Norwalk Station* 2
0 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
2 Danbury Station 5
00 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
3 Waterbury Station 4
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
4 Winsted Station 2
000 Xxxxxxxxxx/Xxxxxxx Xx.
Xxxxxxxxxx, XX 00000
5 Xxxxxxxxx Xxxxxxx 0
000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
6 North Haven Station 7
00 Xxxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
7 Willington Station 2
00 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
8 Farmington Station 4
0000 Xxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
0 Xxxxxxxxxx Xxxxxxx 0
0000 X. Xxxx Xx. (Xx. 17)
Xxxxxxxxxx, XX 00000
00 Xxx Xxxxxxxx Xxxxxxx 2
5 Custom Xxxx Xxxxx
Xxx Xxxxxxxx, XX 00000
11 Brooklyn Emissions Station 2
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
00 Xxxx Xxxxxxxx Xxxxxxx 4
000 Xxxxxxx Xxxxxxxx
Xxxx Xxxxxxxx, XX 00000*
13 Groton Station 2
479 Gold Star Hwy. (Rt. 184)
Xxxxxx, XX 00000
Site No. Address Number of Lanes
--------------------------------------------------------------------------
00 Xxxx Xxxxxxx Station 3, plus 1 to be constructed*
North Road (Rt. 140) Road
Xxxx Xxxxxxx, XX 00000
15 Taftville/Norwich Station 2, plus 1 to be constructed*
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
16 Bloomfield Station 3
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
00 Xxxxxxxxx Xxxxxxx 4
000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
18 Darien Station 5, plus 3 to be constructed*
X-00 Xxxxxxxxxx
Xxxxxx, XX 00000
00 Xxxxxx Xxxxx Xxxxxxx 2
00 Xxxxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
00 Xxxxxxxxxx Xxxxxxx 7
00 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
21 Thomaston Station 3
000 XxXxxxx Xxxxx
Xxxxxxxxx, XX 00000
00 Xxxxxxxxxx Xxxxxxx 5
000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
23 Southington Station 5
00 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
24 East Lyme Station 3
00 Xxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
00 Xxxxx Xxxxxxx Xxxxxxx 2
0 Xxxxxxxx Xxxxx
Xxxxx Xxxxxxx, XX 00000
*See section 9.0 of Exhibit C of the Contract as amended.
ADDITIONAL TERMS AND CONDITIONS
OF
FIRST AMENDMENT TO PERSONAL SERVICE AGREEMENT BETWEEN THE
STATE OF CONNECTICUT AND ENVIROTEST SYSTEMS CORP. FOR THE
MOTOR VEHICLE SAFETY INSPECTIONS EFFECTIVE OCTOBER 25,1996
1. All words and phrases in this amendment which are capitalized shall have
the meanings stated in the Agreement unless defined herein. As used herein,
"Agreement" means the Personal Service Agreement effective October 25, 1996,
amended by this amendment.
2. Paragraph 3 of the Agreement is deleted in its entirety and replaced with
following:
"3 VOLUME OF INSPECTIONS
Subject to the next sentence, there will be no volume guarantee or fee
adjustment based on volume for the remainder of the term of the Safety
Contract. All initial tests (except tests on certain classes of vehicles to
be agreed upon by the State and the Contractor and which are in a deminimis
number) for safety performed in the State will be performed by the
Contractor. The State and the
1
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Contractor will agree on a schedule for the phasing out of the State performing
the initial safety tests. The State may at its sole option continue to perform
retests on any vehicles failing a safety inspection.
3. Paragraph 14 of the Agreement is deleted in its entirety and replaced with
following:
"14 PAYMENT TO CONTRACTOR
In consideration of the services performed by the Contractor under this
Agreement, DMV agrees to pay the Contractor at the following rates per each
completed inspection for which the fee is collected:
1998 $13.42
1999 13.89
2000 14.38
2001 14.88
2002 15.40
The Contractor may submit invoices stating the number of inspections
performed during a specified period of time and the total amount due. Such
invoices may be submitted not more frequently than once per month, in
arrears, to the attention of DMV Fiscal Services Office. DMV shall cause
such invoices to be paid promptly in accordance with existing State of
Connecticut payment procedures but in no
2
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event more than (30) thirty days after submission, subject to the provisions
of the following paragraph No. 15, regarding the responsibility of the
Contractor to substantiate any discrepant inspections and/or amounts."
4. Paragraph 4 of the Agreement is deleted in its entirety and replaced with
following:
"4 FACILITIES
Contractor commits to perform inspections at specially designated and
equipped safety lanes at designated emissions inspection stations, in
accordance with the following list:
STATION NO. OF LANES
------- ------------
North Haven* 3
Manchester 2
Southington 2
Bridgeport* 3
Norwalk 0
Thomaston 1
North Windham 1
Taftville/Norwich* 2
East Lyme 1
Waterbury* 2
Danbury* 2
Darien* 3
See ** below 1
--
Total 23
* One emission lane to be converted to emission/safety for a total of six (6)
additional emissions lanes that will now be doing safety also.
** One additional lane will be converted to safety at a location to be agreed
to by the parties.
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At any time during the term either party may require changes in the above
network, including net increases or reductions with respect to the size of
the network. Any such changes shall be made by Change Order in accordance
with the provisions of Paragraph No. 29 and shall contain such terms,
conditions and schedules as may be agreed. It is understood that any such
Change Order shall include provisions for financial adjustments and payments
as may be warranted by change in the size of the network and costs or cost
savings resulting therefrom.
All safety inspection lanes shall be used for both emissions and safety
testing at Envirotest's discretion; however, Envirotest will use its best
efforts to assure that customers seeking a safety inspection will be accorded
priority in those lanes designated for safety over those customers seeking
only an emissions inspection. The Contractor will take reasonable steps,
including adequate signage and positioning of traffic control devices or
barriers, to ensure that vehicles requiring safety inspections are directed
to the correct lane or lanes.
Existing lanes to be equipped for safety inspections shall be operational
no later than October 1, 1998, subject to extension of time for events beyond
the control of the Contractor."
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5. The following paragraph shall be added at the end of Paragraph 6 of the
Agreement:
"The State shall review its safety inspection standards and procedures for
passenger motor vehicles, in order to ascertain whether a more expedited
procedure can be implemented, consistent with applicable laws and
regulations. If such changes are approved, the Contractor shall be permitted
to amend its inspection procedures accordingly."
6. The following paragraph shall be added at the end of Paragraph 8 of the
Contract:
"So long as the Contract remains in effect, the Contractor at its own expense
will staff the seven (7) additional safety lanes added by Paragraph 2 of this
Agreement."
7. Paragraph 10 of the Agreement is modified by the following being added
as a separate paragraph at the end:
"Within 120 days of the effective date of this amendment, the Contractor
agrees to provide all customers failing the brake test component of the
safety inspection procedure with the percentage results of each wheel printed
on the vehicle safety inspection report."
8. Paragraph 16 of the Agreement is modified by adding the following
paragraph between the first and the second paragraph:
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"If the State exercises its right to terminate this Contract for
non-appropriation of funds, as set forth in this Paragraph 16, the effective
date of termination will be not sooner than June 30, 1999."
9. Paragraph 34 is added to the Agreement as follows:
"34. WAIT TIME INFORMATION
The Contractor will keep the public entering the stations for safety
inspections informed as to the general requirements of safety inspections,
inclusive of wait times and other information as agreed to by both parties.
The system providing such information shall be operational no later than 90
days after the effective date of this amendment."
10. All provisions of the Amendment not specifically amended or superseded
by the provisions of this amendment shall remain in full force and effect.
11. This amendment shall not become effective unless and until
(a) it is approved as to form by the Office of the Attorney General of
the State of Connecticut; and
(b) an amendment to the emissions contract between the parties is
executed and takes effect concurrent with this amendment.
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