Exhibit 10.39
AMENDMENT NO. 2 TO CONTRACT NO. L-90-5140
BY AND BETWEEN
THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY
AND
ENVIROTEST SYSTEMS CORP. (XXXXXXXX TEST SYSTEMS, INC.)
This Amendment to Contract is made effective this 15TH day of February,
1994, by and between The Metropolitan Government of Nashville and Davidson
County (hereinafter the "Metropolitan Government") and Envirotest Systems Corp.
(hereinafter "Contractor"), the new corporate name for Xxxxxxxx Test Systems,
Inc., a for-profit corporation, authorized to do business in the State of
Tennessee, and having its principal office and place of business at 0000 Xxxxx
Xxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxx 00000.
WHEREAS, the parties hereto have entered into Contract No. L-90-5140
for operation of a vehicle inspection and maintenance program for light duty
motor vehicles in Metropolitan Nashville and Davidson County; and,
WHEREAS, Section 20 of said Contract provides that should changes in
the inspection program be required by the Metropolitan Government, that the
Contractor has the right to renegotiate the price to be charged for testing
light duty motor vehicles; and,
WHEREAS, the Environmental Protection Agency has adopted regulations
mandating additional inspection procedures, commonly known as a three-point
anti-tampering check; and,
WHEREAS, the Metropolitan Board of Health has adopted amendments to its
Regulation No. 8 to conform to the E.P.A. requirements; and,
WHEREAS, the requirement for the three-point anti-tampering check will
increase the cost to the Contractor; and,
WHEREAS, the Contractor has offered to extend this Contract for a
length of time sufficient to allow it to recoup its added costs due to the
three-point anti-tampering check instead of a price increase to the public; and,
WHEREAS, the Metropolitan Government has calculated that at the current
testing price it will take two (2) years and six months for Contractor to recoup
the additional expense; and,
WHEREAS, an amendment is allowed under Section 30 of the Contract; and,
WHEREAS, in view of the public interest the parties have agreed to
amend Section 24 of Contract No. 90-5140 to allow Contractor to extend the
contract for two (2) years and six (6) months, in addition to the three (3) year
extension already included in Section 24 thereof.
NOW, THEREFORE, for good and valuable consideration, the parties agree
to amend Contract No. L-90-5140 as follows:
1. Section 24, entitled EXTENSION OF TERM is hereby amended by deleting
the first sentence thereof and in its place substituting the following:
Should the Metropolitan Government decide to continue the
program, the Contractor shall have the right of first refusal to extend
this contract one (1) additional term of up to three (3) years, and
upon the expiration of said additional term, a second additional term
of up to two (2) years and six (6) months, so that the term of this
Contract shall not extend past June 30, 2001, all of which shall be
upon the same terms and conditions as herein set forth, except as
otherwise stated in this Section.
2. That the second paragraph of Section 24 be deleted in its entirety
and the following substituted in its place:
The Metropolitan Government shall notify the Contractor in
writing at least one hundred and eighty (180) days prior to the
expiration of the initial term of this Contract, or any extension
hereof, of its intent to continue of discontinue the program. The
Contractor shall notify the Metropolitan Government in writing at least
one hundred and fifty (150) days prior to the expiration of the initial
term of this Contract, or an extension hereof, if it desires to
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exercise its right of first refusal. Any actions of the Metropolitan
County Council required to increase the then testing price, or extend
the term of the Contract, shall be completed no later than sixty (60)
days prior to the expiration of the initial term, or any extension
hereof.
All other terms and conditions of Contract No. L-90-5140 shall remain
in full force and effect.
This Amendment No. 2 should not take effect until approved by
Resolution of the Metropolitan Council as provided in Section 24 of this
Contract.
WHEREFORE, in reliance upon the premises and representations made
hereinabove, The Metropolitan Government of Nashville and Davidson County and
Envirotest Systems Corp. hereby acknowledge and execute this Amendment No. 2 to
Contract No. L-90-5140 effective on the date first stated above and as shown by
the signatures of their authorized representatives hereinbelow.
THE METROPOLITAN GOVERNMENT OF ENVIROTEST SYSTEMS CORP.:
NASHVILLE AND DAVIDSON COUNTY:
(ILLEGIBLE) /S/ [XXXXXX SIGHT]
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Director of Health President & CEO
(ILLEGIBLE)
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Chairman, Metropolitan Board of Health
APPROVED AS TO AVAILABILITY OF FUNDS:
(ILLEGIBLE)
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Director of Finance
APPROVED AS TO LEGALITY OF FORM
AND COMPOSITION:
(ILLEGIBLE)
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APPROVED AS TO PURCHASING PROCEDURES:
(ILLEGIBLE)
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Purchasing Agent
(ILLEGIBLE)
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Metropolitan County Mayor
ATTEST: (ILLEGIBLE)
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Metropolitan Clerk
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