Exhibit 10.38
AMENDMENT NO. 1
TO CONTRACT
BY AND BETWEEN
THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY
AND
XXXXXXXX TEST SYSTEMS, INC.
FOR OPERATION OF VEHICLE INSPECTION AND MAINTENANCE PROGRAM
This Amendment to Contract, made effective this ____ day of
______________, 1991, by and between The Metropolitan Government of Nashville
and Davidson County (hereinafter the "Metropolitan Government"), a duly
chartered municipal corporation of the State of Tennessee pursuant to Tennessee
Code Annotated, Section 7-1-101, ET SEQ., and 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 (hereinafter the "Contractor").
RECITALS
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 5 of Contract No. L-90-5140 mandates the Contractor to
operate six (6) motor vehicle testing sites and establishes general criteria for
location of said sites throughout Metropolitan Nashville and Davidson County;
and,
WHEREAS, the Metropolitan Government believes that the effective
operation of the motor vehicle inspection program requires alteration of the
criteria in Section 5 of said contract by deleting the requirement for a
downtown testing site and adding a second site to the southwestern area of
Davidson County, and keeping the total number of testing sites at six (6); and,
WHEREAS, the Contractor has incurred substantial costs in the
development of the downtown motor vehicle testing site prior to the Metropolitan
Government's decision to alter the criteria of Section 5 of said Contract; and,
WHEREAS, the Metropolitan Government believes that in the interest of
fairness and possibly as a matter of law it should reimburse Contractor for
costs incurred in developing the downtown motor vehicle testing site; and,
WHEREAS, the Contractor has verified the costs it incurred in
developing the downtown motor vehicle testing site (which costs are in addition
to the costs incurred by Contractor in acquiring the downtown site), and that
said costs total not less than One Hundred Five Thousand ($105,000.00), Dollars;
and,
WHEREAS, the parties have agreed that the Metropolitan Government can
reimburse Contractor by allowing it to retain the entire amount of all fees it
collects under Section 2 of said Contract until it recoups the aforesaid
$105,000.00 amount of the costs it incurred in developing the downtown motor
vehicle testing site; and,
WHEREAS, the Contractor has agreed to amendment of Section 5 of said
Contract to accomplish the wishes of the Metropolitan Government.
NOW, THEREFORE, for the same consideration as stated for Contract No.
L-90-5140, the parties agree to amend Section 5 of said Contract as provided
below:
1. Section 5 entitled "TESTING SITES" is hereby amended by deleting
subsection 3.d. in its entirety.
2. Section 5 entitled "TESTING SITES" is further amended by deleting
the language of Subsection 3.c., and inserting the following in its place so
that said subsection reads as follows:
c. Two (2) sites in the portion of Davidson County lying south
of the Cumberland River and west of Interstate 65. One (1) of these
sites shall be located
-2-
in an area bounded by Interstate 65 on the East, U.S. 70 South,
otherwise known as the Memphis-Bristol Highway on the West,
Xxxxxxxxx/Wedgewood Avenue on the North, and Woodmont Boulevard on the
South.
3. Section 3 entitled "CONSIDERATION" is hereby amended by adding the
following sentence at the end of said section:
The Contractor shall be allowed to retain all receipts of the
fee charged pursuant to this section for all or a portion of the months
of March, April, May, June and July of 1991, or until it recoups the
sum of $105,000.00, whichever shall come first, said sum being the
amount agreed to be reimbursed to the Contractor in respect of the
costs it incurred in developing the downtown motor vehicle testing site
prior to the decision to amend Section 5 hereof.
All other terms and conditions of Contract No. L-90-5140 remain in full
force and effect.
WHEREFORE, in reliance upon the premises and representations made
hereinabove, The Metropolitan Government of Nashville and Davidson County and
Xxxxxxxx Test Systems, Inc. hereby acknowledge and execute this Amendment No. 1
to Contract No. L-90-5140 effective on the date first stated above as shown by
the signatures of their authorized representatives hereinbelow.
THE METROPOLITAN GOVERNMENT OF XXXXXXXX TEST SYSTEMS, INC.
NASHVILLE AND DAVIDSON COUNTY:
-------------------------------------- -----------------------------------
Director of Health Vice President
--------------------------------------
Chairman, Metropolitan Board of Health
APPROVED AS TO AVAILABILITY OF FUNDS:
--------------------------------------
Director of Finance
-3-
APPROVED AS TO FORM AND THE METROPOLITAN GOVERNMENT OF
LEGALITY: NASHVILLE AND DAVIDSON COUNTY:
-------------------------------------- ----------------------------------------
Metropolitan Attorney Metropolitan County Mayor
APPROVED AS TO PURCHASING PROCEDURES: ATTEST:
---------------------------------
Metropolitan Clerk
--------------------------------------
Purchasing Agent
-4-
