Loading...
HomeMy WebLinkAbout09608RESOLUTION NO. 9608 A RESOLUTION CONSENTING TO THE ASSIGNMENT OF AGREEMENTS BETWEEN JONES TONES, INC. AND TONES JONES, INC. BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The City Council of the City of Pueblo does hereby consent to the assignment of the agreements and leases described in paragraphs 3(a), (b), (c), (d) and (e) of the Assumption Agreement dated May 13, 2002 between Jones Tones, Inc. and Tones Jones, Inc., a copy of which is attached hereto. SECTION 2. The President of the City Council is authorized to execute in the name of the City the Consent affixed to the attached Assumption Agreement. - - INTRODUCED: May 28, 2002 A Al Gurule COUNCILPERSON APPROVED: , PRESI NT OF THE CITY COUNCIL ATTESTED BY: CI CLERK [ DP E D Background Paper for Proposed RESOLUTION 6 00 - - ttq("�08' AGENDA ITEM # 3 18allo DATE: May 28, 2002 DEPARTMENT: Law Department TITLE A RESOLUTION CONSENTING TO THE ASSIGNMENT OF AGREEMENTS BETWEEN JONES TONES, INC. AND TONES JONES, INC. ISSUE Should the City approve the Resolution and consent to assignment of agreements between Jones Tones, Inc. and Tones Jones, Inc.? RECOMMENDATION Approve the Resolution BACKGROUND Jones Tones, Inc. has assigned Agreement with the City and lease with Pueblo Development Foundation to Tones Jones, Inc., a newly formed Colorado corporation. Tones Jones, Inc. has assumed to pay and perform the obligations under the agreements and lease. FINANCIAL IMPACT None ASSUMPTION AGREEMENT THIS ASSUMPTION AGREEMENT executed Ma y 13 , , 2002 by Susan K. Jones, Jones Tones, Inc., and Tones Jones, Inc., a Colorad6 corporation, WITNESSETH: RECITALS A. Jones Tones, Inc., a California corporation authorized to do business in the State of Colorado (Jones Tones, Inc.) entered into certain agreements and leases described in paragraph 3(a), (b), (c), (d) and (e) hereof. B. Jones Tones, Inc. is selling, transferring and assigning all of its assets and liabilities to Tones Jones, Inc., a Colorado corporation and Tones Jones, Inc. will receive and accept all assets and assume all liabilities of Jones Tones, Inc. C. Jones Tones, Inc. and Tones Jones, Inc. have taken all actions required to authorize this Assumption Agreement and the transactions herein described and this Assumption Agreement and transactions herein described are valid and legally binding obligations of Jones Tones, Inc. and Tones Jones, Inc. enforceable by and against them in accordance with their terms. D. Susan K. Jones is and was the sole shareholder and director of both Jones Tones, Inc. and Tones Jones, Inc. AGREEMENT In consideration of the foregoing Recitals and mutual covenants contained herein and, in part, to induce the City of Pueblo and Pueblo Development Foundation to execute the annexed Consent, Susan K. Jones, Jones Tones, Inc. and Tones Jones, Inc. represent, warrant and agree as follows: Susan K. Jones represents and warrants that the above Recitals are true and correct. 2. Jones Tones, Inc. does hereby transfer, sell and assign to Tones Jones, Inc. all of its assets and liabilities. 3. Tones Jones, Inc. does hereby accept the sale, transfer and assignment of all of Jones Tones, Inc.'s assets and liabilities and agrees to assume, pay, perform and discharge all of Jones Tones, Inc.'s obligations and liabilities in accordance with their respective terms, including but not limited to the following: (a) Agreement between the City and Jones Tones, Inc. dated August 28, 1995. (b) Modification Agreement between the City and Jones Tones, Inc. dated September 11, 2000. (c) Security Agreement executed by Jones Tones, Inc. dated December 5, 2000. (d) Lease between Pueblo Development Foundation as Lessor and Jones Tones, Inc. as Lessee dated September 21, 1995. (e) Addendum To Lease between Pueblo Development Foundation as Lessor and Jones Tones, Inc. as Lessee dated March 1, 1996. 4. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. 5. This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado. 6. The City of Pueblo and Pueblo Development Foundation may rely upon this Agreement and its terms and provisions and are third party beneficiaries thereof. Executed as of the day and year first above written. JONES TONES, INC. TONES JONES, INC. By ��J By C �--- President President Pisan K. Jones CONSENT The undersigned do hereby consent to the assignment of the agreements and lease described in paragraph 3(a), (b), (c), (d) and (e) of the Assumption Agreement from Jones Tones, Inc. to Tones Jones, Inc. without however releasing or discharging Jones Tones, Inc. from any obligation thereunder. No further assignment of the said agreements and lease shall be made without the prior written consent of the undersigned. PUEBLO DEVELOPMENT FOUNDATION ! By CITY OF PUEBLO President of the City Council -2-