Exhibit 10.26
STATE OF ILLINOIS
ENVIRONMENTAL PROTECTION AGENCY
AMENDMENT NUMBER 6 TO
AGENCY SERVICE AGREEMENT
In consideration of the execution of the Professional Services Agreement
Number VI-8302, executed May 19, 1997 (hereinafter, "Enhanced I/M Agreement")
between the Illinois Environmental Protection Agency (hereinafter, "Agency") and
Envirotest Illinois, Inc., (hereinafter, "Contractor"), whose address is 246
Sobrante Way, Sunnyvale, CA 94086, the parties hereto further agree as follows:
WITNESSETH:
WHEREAS, the Agency and the Contractor entered into the Enhanced I/M
Agreement hereinabove described, pursuant to which the Agency engaged the
Contractor to perform services in connection with the Illinois Vehicle Emissions
Inspection Law of 1995;
WHEREAS, the Parties recognize that certain provisions in the Enhanced I/M
Agreement concerning disbursement of Congestion Mitigation and Air Quality
("CMAQ") funds need to be modified to accurately reflect all current
requirements necessary for the proper disbursement of such funds;
WHEREAS, advancements in technology and design improvements have, in many
instances, provided the Contractor an opportunity to substitute either
different, equivalent equipment, or newer, better equipment for the equipment
originally specified in the Contractor's Four Year New Vehicle Exemption
Technical Proposal;
WHEREAS, to reflect the further understandings and agreement of the
Agency and the Contractor, the Agency and the Contractor have determined it
to be in their best interests to enter into this Amendment Number 6 to the
Enhanced I/M Agreement;
NOW THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto agree as follows:
1. Section 8.3.7.1. of the RFP Portion of the Enhanced I/M Agreement is
replaced with the following:
8.3.7.1 TEST SYSTEM PAYMENTS
The Contractor shall be paid by the State for costs incurred in
constructing and equipping the Test System for an amount not to exceed $48
million of CMAQ funds on a 100 percent reimbursement basis for expenditures
made for buildings and equipment as specified in the Contractor's Technical
Proposal. Reimbursement shall be made, not more often than monthly, based
upon a written Contractor Certification of the actual construction of test
facilities completed to date and the purchase of equipment and furnishings
as validated by the State. The Contractor Certification shall identify the
work
completed and the amount owed the Contractor and shall be supported by the
reports as required by Section 6.1.4. Test System costs to be reimbursed
through the use of CMAQ funds shall include the new buildings (including
materials and building costs, architectural and engineering fees, site
improvement costs and test contractor oversight fee) and equipment as
specified in the Contractor's Technical Proposal.
2. Amendment 5 to the Enhanced I/M Agreement is replaced in its entirety with
the following:
The Contractor may propose, and the Agency may approve, the substitution of
certain equipment originally specified to be provided by the Contractor in
its Four Year New Vehicle Exemption Technical Proposal, as follows:
A) if the originally specified equipment is unavailable, the
proposed substitution(s) must be equal to or better than the
equipment originally specified in performance, quality, material,
and workmanship; and
B) if the originally specified equipment is currently available, the
proposed substitution(s) must be better than the equipment
originally specified in performance, quality, material, and
workmanship.
3. The Contractor's Emission Lane Computer described in Section 4.3.7.4 of the
Technical Proposal will provide Windows 95 operating system software and
14" monochrome monitors with associated video adapter cards in lieu of
Windows NT operating system software and 15" color monitors. In addition,
the Contractor will substitute Windows 95 operating system software for
Windows NT operating system software specified for all other PCs required
to be provided by the Contractor in accordance with the Enhanced I/M
Agreement. The Contractor also agrees to reduce the amount it will seek to
be reimbursed under Section 8.3.7.1 of the RFP Portion of the Enhanced I/M
Agreement for the cost difference between the originally proposed
equipment, operating system software, and customized software, and the
replacement equipment and operating system software described hereinabove
(such amount being agreed to as $245,000), and it shall not make any other
claim under the Enhanced I/M Agreement for these funds.
4. Except as hereinabove amended, the Enhanced I/M Agreement as originally
executed and heretofore amended shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number 6 to
the Enhanced I/M Agreement this 1st day of May, 1998, and have
agreed that it shall become a part of the Agency Service Agreement Number
VI-8302 as evidenced by the signatures of their duly authorized representatives
as affixed below.
ENVIROTEST ILLINOIS, INC. ILLINOIS ENVIRONMENTAL
PROTECTION AGENCY
BY /s/ Richard Webb BY /s/ Mary A. Gade 5/1/98
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Richard Webb Mary A. Gade, Director
Chief Operating Officer
INTRA-AGENCY CONCURRENCE:
/s/ Elizabeth R. Tracy 5/1/98
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Division Manager
[ILLEGIBLE]
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Manager of Administration
[ILLEGIBLE]
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Associate Director for Legal Affairs
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