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Home My WebLink About20213410.tiffRESOLUTION RE: APPROVE CONSENT TO ASSIGNMENT AND ASSUMPTION OF SERVICE AGREEMENT FOR OLDER AMERICANS ACT IN -HOME SERVICES AND AUTHORIZE CHAIR TO SIGN - ANDREA'S ANGELS, INC. 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, Andrea Baldwin, former owner of Andrea's Angels, Inc., desires to assign the current Purchase of Service Agreement for Older Americans Act In -Home Services to the new shareholders of Andrea's Angels, Inc., and WHEREAS, the Board has been presented with a Consent to Assignment and Assumption of Service Agreement for Older Americans Act In -Home Services among the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, Area Agency on Aging, and the former owner and new shareholders of Andrea's Angels, Inc., with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Consent to Assignment and Assumption of Service Agreement for Older Americans Act In -Home Services among the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, Area Agency on Aging, and the former owner and new shareholders of Andrea's Angels, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. cc.I-LSD 1/14 /2•1- 2021-3410 HR0093 CONSENT TO ASSIGNMENT AND ASSUMPTION OF SERVICE AGREEMENT FOR OLDER AMERICANS ACT IN -HOME SERVICES - ANDREA'S ANGELS, INC. PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 15th day of December, A.D., 2021. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ) ;ei Weld County Clerk to the Board ounty Attorney Date of signature: la/2g/2I StevMoreno, Chair c 5tt K. James, Pro -Tern Perry L. Buck 2021-3410 HR0093 L'vd-aci is#sus PRIVILEGED AND CONFIDENTIAL MEMORANDUM DATE: November 2, 2021 TO: Board of County Commissioners — Pass -Around FR: Jamie Ulrich, Director, Human Services RE: Assumption Agreement for the Purchase of Service Agreement with Andrea's Angels Inc. as an Aging In -Home Services Voucher Program Partner Please review and indicate if you would like a work session prior to placing this item on the Board's agenda. Request Board Approval of the Department's Assumption Agreement for the Purchase of Services Agreement with Andrea's Angels Inc. as an Aging In -Home Services Voucher Program Partner. The Weld County Area Agency on Aging (AAA) partners with Andrea's Angels Inc. to provide Aging In -Home services to Weld County residents 60 years of age or older who require assistance with personal care and homemaking services under our current Purchase of Services Agreement known as Tyler ID 2020-1450. On August 3, 2021 the sale of Andrea's Angels Inc. to True Care became final, however, the name, address, and tax id of Andrea's Angels Inc. has not changed. This Assumption Agreement transitions all services and responsibilities of the original agreement to the new owners of the company. Legal (K. McDougal) has reviewed and approved this Agreement. I do not recommend a Work Session. I recommend approval of this this Assumption Agreement and authorize the Chair to sign. Approve Schedule o Work Session Perry L. Buck Mike Freeman Scott K. James, Pro -Tern Steve Moreno, Chair Lori Saine Other/Comments: Pass -Around Memorandum; November 2, 2021 — CMS ID 5355 Page 1 2021-3410 15 !-)1000q.3 Karla Ford From: Sent: To: Subject: Attachments: Approve Mike Freeman Tuesday, November 2, 2O21 3:23 PM Karla Ford Re: Please Reply - PA FOR ROUTING: AAA Andreas Angels Assumption Agreement by New Owner (CMS 5355) imageOO2 jpg; imageOO1 jpg; 110221 AAA Andreas Angels Assumption Agreement by New Owner (CMS 5355).pdf Sent from my 'Phone On Nov 2, 2O21, at 5:20 PM, Karla Ford <kford@weldgov.com>wrote: Please advise if you approve recommendation. Thank you. Karla Ford Office Manager, Board of Weld County Commissioners 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 :: kford(weldgov.corn :: www.weldgov.com :: **Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** Confidentiality Notice: This electronic transmission and any attached documents or other writings ore intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure, If you hove received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Heather Looney <hlooney@weldgov.com> Sent: Tuesday, November 2, 2O21 3:18 PM To: Karla Ford <kford@weldgov.com> Cc: HS -Contract Management <HS-ContractManagement@co.weld.co.us>; Barb Connolly <bconnolly@weldgov.com>; Bruce Barker <bbarker@weldgov.com>; Chris D'Ovidio <cdovidio@weldgov.com>; Esther Gesick <egesick@weldgov.com>; Lennie Bottorff <bottorll @weldgov.com> Subject: PA FOR ROUTING: AAA Andreas Angels Assumption Agreement by New Owner (CMS 5355) Good afternoon Karla, Please see the attached PA that has been approved for routing: AAA Andrea's Angels Assumption Agreement by New Owner (CMS 5355) Thanks you, Heather Looney Contract Management and Compliance Coordinator Weld County Dept. of Human Services 315 N. 11th Ave., Bldg A 1 CONSENT TO ASSIGNMENT AND ASSUMPTION OF SERVICE AGREEMENT This Consent to Assignment and Assumption of Service Agreement ("Assignment"), is by and among Andrea Baldwin, former owner of Andrea's Angels ("Assignor"), the new shareholders of Andrea's Angles Inc., Moses Werzberger, Marvin Rubin, and Mordecai Feig ("Assignee"), and Weld County Board of County Commissioners on behalf of the Weld County Department of Human Services ("County"). RECITALS WHEREAS, the Assignor and County are parties to that certain agreement dated May 13th, 2020 and amended to extend until June 30, 2022 on April 5th, 2021, identified by the Weld County Clerk to the Board of County Commissioners as Tyler document No. 2020-1450 ("Service Agreement"). WHEREAS, the Assignor sold Andrea's Angles to new owners on August 3, 2021. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Assignment. Assignor hereby assigns the Service Agreement to Assignee, with Assignee assuming all the obligations of Assignor thereunder arising from and after the effective date of this Assignment. 2. County's Consent. County hereby consents to this Assignment. In connection with such consent, County hereby confirms that the Agreement is in full force, and effect and except as stated herein, there are no other amendments or other agreements modifying the terms of the Agreement. To County's knowledge, Assignor is not in default under the Agreement and has performed all duties and obligations required under the term of the Agreement as of the date of this Consent to Assignment. 3. Insurance. Assignee must provide an updated insurance certificate in compliance with the original agreement. 4. Successors. The provisions of this Assignment shall bind, and the benefits shall inure to the heirs, representative, successors, and assigns of the parties hereto. 5. Severability. If any provision of this Assignment shall be held invalid or unenforceable for any reason or to any extent, the remainder of this Assignment or the application of the term or provision to persons or circumstances other than those as to whom or with respect to which it is held invalid or unenforceable, shall not be affected, and each shall be valid and enforceable to the fullest extent permitted by law. As between Assignor and Assignee, this Assignment is subject to the terms and conditions of any other written agreement by and among Assignor and anal -3y io Assignee. In the event of any conflict between this Assignment and any other written agreement, this Assignment shall control. 6. Governing Law. This Assignment shall be governed by, and constructed in accordance with, the laws of the State of Colorado. 7. Counterparts. This Assignment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This Assignment may be executed by facsimile or other electronic signature and such electronic signature shall constitute an original for all purposes. 8. Notices. All notices, requests, concerns, approvals, payments in connection with this Assignment, or communications that either party desires or is required or permitted to give or make to the other party under the Service Agreement shall only be deemed to have been given, made and delivered, when made or given in writing and personally served, or deposited with a reputable overnight courier such as FedEx, postage prepaid, and addressed to the parties as follows: If to Assignor: Andrea Baldwin Andrea's Angels, Inc. 3819 Saint Vrain Street, #D Evans, Colorado 80620 Phone: (970) 352-4124 Email: andrea@andreasangelsincco.com If to Assignee: Michael Heinemann Chief Financial Officer, Andrea's Angels Inc. 117 Church Avenue Brooklyn, New York 11218 Phone: (718) 854-8783 extension 101 Email: mheinemann@truecareny.com If to County: Kelly Morrison Weld County Area Agency on Aging Division Head 315 North 11th Avenue, Building C PO Box 1805 Greeley, Colorado 80631 Phone: (970) 400-6786 Email: kmorrisongweldgov.com 9. Recording. Assignee may, at its election and cost, cause this Assignment to be recorded in the real property records of Weld County, Colorado. Upon such recording, this Assignment shall constitute record notice of the existence of the Service Agreement and the Assignment thereof to Assignee. Reference should be made to the original Service Agreement for a full description of the rights and duties of the parties thereto. IN WITNESS WHEREOF, the parties hereto have executed this Assignment. ASSIGNOR: Andrea Baldwin Andrea's Angels, Inc. 3819 Saint Vrain Street, #D Evans, Colorado 80620 Aifireip BaCavi't, Oct 20, 2021 By: Andrea Baldwin (Oct 20, 2021 10:14 CDT) Date: Name: Andrea Baldwin Title: Previous Owner ASSIGNEE: Michael Heinemann Andrea's Angels Inc. 117 Church Avenue Brooklyn, New York 11218 /What hei/,emavr/r Signature: Michael Heinemann (Oct 20, 2021 10:19 EDT) Date: Name: Michael Heinemann Title: Chief Financial Officer, Andrea's Angels Inc. Oct 20, 2021 ATTES ' .4) - ` L:ti Weld County Clerk to the Board Deputy Clerk to the Bo BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO teve Moreno, Chair DEC 15 2021 octal- 10 Contract Form New Contract Request Entity Information Entity Name* ANDREA'S ANGELS INC Entity ID* gO0036425 Contract Name* Contract ID ANDREA'S ANGELS INC (CONSENT TO ASSIGNMENT AND 5355 ASSUMPTION OF SERVICES AGREEMENT) Contract Status CTB REVIEW Contract Lead* HLOONEY ❑ New Entity? Parent Contract ID 20201450 Requires Board Approval YES Contract Lead Email Department Project # hlooney weldgov.com;cobb xxlkwwe€dgov.com Contract Description* ANDREA'S ANGELS INC (CONSENT TO ASSIGNMENT AND ASSUMPTION OF SERVICES AGREEMENT) NEW OWNERS HAVE PURCHASED THE BUSINESS AND THIS AGREEMENT REPLACES THE PREVIOUS OWNER'S COMMITTMENT TO ORIGINAL AGREEMENT (TYLER #2020-1450). TERM ENDS 6-30-2022. Contract Description 2 PA ROUTING THROUGH NORMAL APPROVAL PROCESS. ETA TO CTB 10-28-2021. Contract Type* AGREEMENT Amount * $0.00 Renewable* NO Automatic Renewal Grant IGA Department HUMAN SERVICES Department Email CM- HumanServicesegweldgov.co m Department Head Email CM -Hu man Services- DeptHeadweldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COU NTY.ATTORNEYPWELDG OV.COM If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Requested BOCC Agenda Date* 11x03 2021 Due Date 10 30:2021 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head JAMIE ULRICH DH Approved Date 12;06,2021 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 12;15,2021 Originator HLOONEY Review Date* 04;29;2022 Committed Delivery Date Contact Type Contact Email Finance Approver CHRIS D'OVIDIO Renewal Date Expiration Date* 06,30 2022 Contact Phone 1 Contact Phone 2 Purchasing Approved Date Finance Approved Date 12;06;2021 Tyler Ref # AG 121521 Legal Counsel KARIN MCDOUGAL Legal Counsel Approved Date 12/07,2021 Hello