HomeMy WebLinkAbout20150422.tiff RESOLUTION
RE: APPROVE CONSENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN
G4S INTEGRATED FLEET SERVICES, LLC,AND CENTERRA INTEGRATED 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 G4S Integrated
Fleet Services, LLC, and Centerra Integrated Services, LLC, and
WHEREAS, after review, the Board deems it advisable to consent to said Assignment and
Assumption Agreement, a copy of said agreement 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 G4S
Integrated Fleet Services, LLC, and Centerra Integrated Services, LLC.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 9th day of February, A.D., 2015.
BOARD OF COUNTY COMMISSIONERS
WE COUNTY, COLORADO
ATTEST: diardeticotr,..Jo• L
skste arbara Kirkm yer, Chi
Weld County Clerk to the Board
• :� ,1 reeman, Pro-Tem
. , f.
De. � Clerk to th= Board � � - , -�_ ED
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APPROVED AS TO FORM:
Julie A. Cozad
County Attorney
Steve Moreno
Date of signature: ?A9
CC:{1'efA-, & a�a7
2015-0422
EG0072
G4S Integrated X Fleet Services,Inc
4800 Overton Plaza,Ste 380
Q Fort Worth,T 7 61
Telephone:817.377,5846
Fax:817.377.5897
Email:kevin.ingley@g4s-is.com
January 8, 2015
Barbara Connolly
1150 O Street
Greeley, CO 80631
Subject: Assignment and Assumption
Dear Ms. Connolly:
We previously communicated to you that we intended to change the name of G4S Integrated
Fleet Services,LLC. However,after careful consideration,we decided it would be better if we
assigned the contracts from G4S Integrated Fleet Services, LLC up to its parent company,
Centerra Integrated Services, LLC (Fed Tax ID #33-0379048). This still results in changing
the brand from G4S to Centerra, but this method removes a layer and simplifies the process.
This assignment will not affect service,management, operations, or personnel.
Please fmd the attached Assignment and Assumption Agreement, with a Consent to
Assignment. We ask that you please sign and return the Consent to Assignment to me at your
earliest convenience, and please let me know if there is anything else you need from me to
recognize this in the contract.
If you have any questions or concerns,please do not hesitate to contact the undersigned at(817)
377-5846, or via e-mail at kevin.ingley@g4s-is.com.
Respectfully,
Kevin Ingley
Senior Vice President
/� ,�¢,� 2015-0422
SecuringYour World :
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and
entered into as of the 8th day of January, 2015 (the "Effective Date") by and between G4S
INTEGRATED FLEET SERVICES, LLC, a Nevada limited liability company ("Assignor") and its
parent, CENTERRA INTEGRATED SERVICES, LLC, a Delaware 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 the
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 debit, 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 said signature has been
obtained.
5. Assignee warrants that all work assignments requested of Assignor will be completed by
Assignee in accordance with the terms and conditions of the Contract.
6. Assignee agrees to assume the rights of Assignor to receive service orders under the Contract.
IN WITNESS WHEREOF, Assignee and Assignor have caused this Agreement to be executed by
their duly authorized representatives as of the Effective Date.
ASSIGNOR: ASSIGNEE:
G4S INTEGRATED FLEET VICES, LLC CENTERRA INTEGRATED VI LC
By:
Name: J F.Burleson N . Kevin Insley
Title: President Title: Senior Vice President
i •
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, (a)Assignee is entitled to all of the rights,
titles, and interests of Assignor, (b) Assignee assumes all of the obligations of Assignor, and (c)
Assignor is released from the obligations 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.
ATTEST: �� BARD OF COUNTY COMMISSIONERS
Weld .'nt lerk to the = 16 l¶ % _ �M ELD COUNTY, CO RADO
•
BY: lA% 1C— . r,Cr fr--
Deputy C 'rkto the Boar.'•.'L!/�c _e" Barbara Kirkmeyer Chair FEB 0 9 2015
APPROVED AS TO UNDING: APPROVED AS TO SUBSTANCE:
SA,. eon-Ft-oiler
Controller Elected Official g" or Department Head
APPR TO FORM: /vl{T
Directdr of General Services
unty rney
O2O/S 04'
Form W-9 Request for Taxpayer Give Form to the
(Rev.August2013) Identification Number and Certification requester.Do not
Department of the Treasury send to the IRS.
Internal Revenue Service
Name(as shown on your income tax return)
Centerra Integrated Services, LLC
t`i Business name/disregarded entity name,if different from above
ar
rn
n
� Check appropriate box for federal tax classification: Exemptions(see instructions):
o 0 Individual/sole proprietor ❑ C Corporation 0 S Corporation 0 Partnership ❑Trust/estate
a u Exempt payee code(if any)
Q Limited liability company.Enter the tax classification(C=C corporation,S=3 corporation,P=partnership)► Exemption from FATCA reporting
C code(If any)
p,u ❑ Other(see instructions)►
!t Address(number,street,and apt.or suite no) Requester's name and address(optional)
u
a 7121 Fairway Drive Suite 301
.i City,state,and ZIP code
N Palm Beach Gardens,FL 33418-3766
List account number(s)here(optional)
Part I Taxpayer Identification Number(TIN)
Enter your TIN In the appropriate box.The TIN provided must match the name given on the"Name"line I Social security number
to avoid backup withholding.For individuals,this is your social security number(SSN).However,for a
resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other - -
entities,it is your employer identification number(EIN).If you do not have a number,see How to get a
TIN on page 3.
Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose Employer Identification number
number to enter.
3 3 - 0 3 7 9 0 4 8
Part II Certification
Under penalties of perjury,I certify that:
1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and
2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all Interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding,and
3. I am a U.S.citizen or other U.S.person(defined below),and
4.The FATCA code(s)entered on this form(If any)indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your lax return.For real estate transactions,item 2 does not apply.For mortgage
interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and
generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the
instructions on page 3.
Sign Signature of / �
Here V.S.person► �C�. s r ]�Q�{ g/7,c.,2,tf j oat.► J>___,A4,4 1�
General Instructions withholding tax on foreign partners'share of effectively connected income,and
4.Certify that FATCA code(s)entered on this form(If any)indicating that you are
Section references are to the Internal Revenue Code unless otherwise noted. exempt Irom the FATCA reporting,Is correct.
Future developments.The IRS has created a page on IRS.gov for information Note.If you are a U.S.person and a requester gives you a form other than Form
about Form W-9.at www.irs.gov/w9.information about any future developments W-9 to request your TIN,you must use the requester's form it it is substantially
affecting Form W-9(such as legislation enacted after we release it)will be posted similar to this Form W-9.
on that page.
Definition of a U.S.person.For federal tax purposes,you are considered a U.S.
Purpose of Form person If you are:
•An individual who Is a U.S.citizen or U.S.resident alien,
A person who is required to file an information return with the IRS must obtain your
correct taxpayer identification number(TIN)to report,for example,income paid to •A partnership,corporation,company,or association created or organized In the
you.payments made to you in settlement of payment card and third party network United States or under the laws of the United States,
transactions,real estate transactions,mortgage interest you paid,acquisition or •An estate(other than a foreign estate),or
abandonment of secured properly,cancellation of debt,or contributions you made •A domestic trust(as defined In Regulations section 301.7701-7).
to an IRA.
Use Form W-9 only it you are a U.S.person(including a resident alien),to Special rules for partnerships.Partnerships that conduct a trade or business in
provide your correct TIN to the person requesting It(the requester)and,when the United Slates are generally required to pay a withholding tax under section
applicable,to: 1446 on any foreign partners'share of effectively connected taxable income from
such business.Further,in certain cases where a Form W-9 has not been received,
1.Certify that the TIN you are giving Is correct(Or you are waiting for a number the rules under section 1446 require a partnership to presume that a partner is a
to be issued), foreign person,and pay the section 1446 withholding tax.Therefore,if you are a
2.Certify that you ere not subject to backup withholding,or U.S.person that Is a partner in a partnership conducting a trade or business in the
United States,provide Form W-9 to the partnership to establish your U.S.status
3.Claim exemption from backup withholding if you are a U.S.exempt payee.If and avoid section 1446 withholding on your share of partnership Income.
applicable,you are also certifying that as a U.S.person,your allocable share of
any partnership income from a U.S.trade or business is not subject to the
•
Cat.No.10231X Form W-9(Rev.8-2013)
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