HomeMy WebLinkAbout20081967.tiff RESOLUTION
RE: APPROVE CONSENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT AND
AUTHORIZE CHAIR TO SIGN -ALL STAR TECHNICAL SERVICES, INC., FKA TECOM,
INC. /ALL STAR FLEET SERVICES, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County,on behalf of the Department of Public Works, has been presented
with a request for Consent to the Assignment and Assumption Agreement between All Star
Technical Services, Inc.,fka Tecom, Inc.,and All Star Fleet Services, LLC,commencing October 1,
2008, with further terms and conditions being as stated in said assignment and assumption
agreement, and
WHEREAS, after review, the Board deems it advisable to consent to said assignment and
assumption agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW,THEREFORE, BE IT RESOLVED by the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County,on behalf of the Department of Public
Works, that it hereby Consents to the Assignment and Assumption Agreement between All Star
Technical Services, Inc., fka Tecom, Inc., and All Star Fleet Services, LLC.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said consent to assignment and assumption agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 14th day of July, A.D., 2008.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: )0 J 186144". /
■ Willi a H. Jerke, Chair
Weld County Clerk to th�B K
V , -..Pg-fie -A -,caT 1\,10
/ �' Robert ro-Tem
BY: t
Deputy Clerk :the Board L///a
William F. Garcia
APPROVE _ T�3 M: EXCUSED
�� David E. Long
7 C Attorney
Douglas ademache
/ Date of signature: /-klAS7
2008-1967
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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and entered
into as of the Pt day of October, 2008 (the"Effective Date") by and between ALL STAR TECHNICAL
SERVICES, INC., formerly known as Tecom, Inc., a Texas corporation ("Assignor") and ALL STAR
FLEET SERVICES, LLC,Nevada limited liability company("Assignee").
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,the parties hereto promise and agree as follows:
1. As of the Effective Date, Assignor assigns, transfers and conveys to Assignee all of
Assignor's right, title and interest in, to and under the following described contract (hereinafter, the
"Contract"):
The Fleet Maintenance Agreement, entered into by and between Assignor and Weld
County,Colorado.
2. Assignee hereby (a) accepts the assignment of the Contract, and (b) agrees to assume,
keep, perform, discharge and fulfill all terms, conditions, covenants, and obligations required of Assignor
under the Contract to be performed or satisfied on or after the Effective Date.
3. Except as set forth in Section 2 above, Assignee assumes no debt, liability, or obligation
of Assignor of any kind or nature.
4. This Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument,
provided that all such counterparts, in the aggregate, shall contain the signatures of all parties hereto. A
facsimile of a signature of a party to this Agreement shall be considered a valid legal substitute for its
original until such time as the original for said signature has been obtained.
IN WITNESS WHEREOF, Assignee and Assignor have caused this Agreement to be executed
by their duly authorized representatives as of the Effective Date.
ASSIGNOR:
ALL STAR TECHNICAL SERVICES,INC.
(formerly known as Tecom, Inc.)(-;) f-27:;2By: "!_
i.
John P. Junge, Chief Executive Officer
ASSIGNEE:
ALL STAR FLEET SERVICES,LLC
By: �-
John P.Junge,Chief Executive Officer
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2008-1967
CONSENT TO ASSIGNMENT
Weld County, Colorado (the"County") hereby consents and agrees to the terms of the foregoing
Assignment and Assumption Agreement. The County hereby recognizes Assignee as Assignor's
successor in interest in and to the Contract, and agrees that, by virtue of the Assignment and Assumption
Agreement, to which this Consent is attached, Assignee is entitled to all of the rights, titles, and interests
of Assignor in, to and under the Contract as if Assignee was an original party to the Contract. Following
the Effective Date of the Assumption and Assignment Agreement, all references to Assignor, as used in
the Contract, shall be deemed to refer to Assignee as if it were an original party to the Contract. The
undersigned individual represents and warrants that he or she is authorized by the County to execute and
deliver this Consent to Assignment. Any capitalized term used but not defined in this Consent to
Assignment shall be as defined in the Assignment and Assumption Agreement.
Dated as of 1 s`day of October, 2008
WELD COUNTY, COLORADO
By: � 1 C en—r
William H. Jerkee,, Chair
lATTEs^F JUL 1 4 2008
WELD=C U CLERK TOT BOARD
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pm CLER TO THE BOARD
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