HomeMy WebLinkAbout09687RESOLUTION NO. 9687
A RESOLUTION APPROVING AN AMENDMENT TO THE AUGUST 26, 2002 AGREEMENT
BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND TRANSWAVE INTERNATIONAL, INC.
RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1
The Amendment To Agreement dated August 26, 2002 between Pueblo, a Municipal
Corporation and EUPEC Risk Management Systems, Inc. as successor by merger of TransWave
International, Inc., relating to a job creating capital improvement project, a copy of which is attached
hereto, having been approved as to form by the City Attorney, is hereby approved.
SECTION 2
The President of the City Council is authorized to execute the Amendment To Agreement in
the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same.
INTRODUCED October 15, 2002
BY Al Gurule
Councilperson
APPROVED:
ATTEST: resident of City Council
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Background Paper for Proposed
RESOLUTION
AGENDA ITEM # ' ,
DATE: October 15, 2002
DEPARTMENT: Law Department
TITLE
A RESOLUTION APPROVING AN AMENDMENT TO THE AUGUST 26, 2002
AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND
TRANSWAVE INTERNATIONAL, INC. RELATING TOAJOB CREATING CAPITAL
IMPROVEMENT PROJECT
ISSUE
Should City Council approve the Amendment To Agreement between the City and
TransWave International Inc.?
RECOMMENDATION
Approve the Resolution
BACKGROUND
City and TransWave International Inc. ( "TransWave ") entered into an Agreement
dated August 26, 2002 for a job creating capital improvement project ( "City
Agreement') whereby City agreed to advance $750,000 to remodel the building
located at 31965 United Avenue, Pueblo, Colorado, 81006. The Agreement was
approved August 20, 2002 by Resolution No. 9670.
TransWave merged into EUPEC Risk Management Systems, Inc. ( "EUPEC ") and
requested modifications to the City Agreement. The City Attorney's office required
EUPEC to acknowledge and be bound by the City Agreement. The Amendment To
Agreement being approved by this Resolution modifies the City Agreement. Such
modifications are not material and do not change the substances of the City
Agreement. EUPEC by the Amendment To Agreement approves, ratifies and
confirms the City Agreement and agrees to be bound thereby and perform the City
Agreement.
FINANCIAL IMPACT
None
AMENDMENT TO AGREEMENT
This Amendment entered into as of August 26, 2002 between Pueblo, a Municipal
Corporation (the "City") and EUPEC Risk Management Systems, Inc., a Delaware Corporation (the
"Company "), WITNESSETH
RECITALS
A. City and TransWave International, Inc., an Ohio Corporation (the "TransWave ")
entered into an Agreement dated August 26, 2002 with respect to a j ob creating capital improvement
project (the "August Agreement ").
B. Company is the successor in interest to TransWave by merger and has requested
certain modifications to the August Agreement.
C. City is willing to modify the August Agreement as herein provided.
AGREEMENT
1. Company hereby approves, ratifies and confirms the August Agreement and all the
covenants and provisions thereof. Company agrees to be bound by and perform the August
Agreement and all of its covenants and provisions the same as if Company originally executed the
August Agreement.
2. Company shall have ninety (90) days instead of thirty (30) days set forth in Paragraph
4(d) of the August Agreement to cure any default specified in written notice given to Company by
City.
3. Notwithstanding anything to the contrary contained in Paragraph 11 of the August
Agreement, if Company is not then in default under the August Agreement, Company shall have the
right, without the consent of City, to assign the August Agreement to Company's parent corporation
or to any entity to which Company sells or assigns all or substantially all of its assets or two- thirds
or more of the issued and outstanding stock of Company or to any entity with which Company may
be merged or consolidated, provided, however, in each instance, the assignee or successor of
Company shall assume and agree to perform the August Agreement by instrument, and a duplicate
original of which is delivered to City within ten (10) days after the effective date of such assignment.
4. A copy of any notice given to Company pursuant to Paragraph 10(b) shall be sent
simultaneously in like manner to Morrison Cohen Singer & Weinstein, LLP, 750 Lexington Avenue,
New York, NY, 10022, Attention: Lawrence B. Rodman, Esq.
Add to Paragraph 4 of the August Agreement the following new subparagraph (e):
(e) Except as otherwise provided in Paragraphs 7 and 13 hereof, City's damages
for breach of this Agreement by Company shall not exceed $750,000.00 plus interest, if any,
as set forth in Paragraph 4 hereof, provided, however, that the $750,000.00 shall be reduced
by $26,786.25 for each Quarter Company meets its Repayment Obligation during the
Repayment Period by either (i) employing seventy -five (75) Full -Time Employees at the
Facility in the position and at the salaries set forth in the attached Exhibit "A ", or (ii) paying
Company's Quarterly Payments as provided in Paragraph 4(a) above for such Quarter.
and (e): 6. Add to Paragraph 6 of the August Agreement the following new subparagraphs (d)
(d) If Company shall be prevented from meeting its Employment Commitment
by reason of fire or other casualty to the Facility, except fire or casualty intentionally or
recklessly caused by Company, Company's Employment Commitment shall be excused for
the period of time reasonably necessary to repair or restore the Facility, provided Company
diligently commences and expeditiously completes the repair work or restoration, and the
Repayment Period shall be extended by such period of time.
(e) If Company shall be prevented from meeting its Employment Commitment
by reason of City acquiring all or any material part of the Facility by the exercise of its right
of eminent domain, Company's Employment Commitment shall terminate on the date when
the City takes possession of the Facility or the material part thereof so taken.
7. The August Agreement as modified by this Amendment shall remain in full force and
effect, binding upon and inuring to the benefit of City and Company and their respective successors
and assigns subject to the limitations and restrictions of Paragraph 3 above and Paragraph 11 of the
August Agreement.
Executed as of the day and year first above written.
SEAL]
Pueblo, a Municipal Corporation
Attest: g `
Y
City C k Presildrift of the City Council
[SEAL]
EUPEC R)sk Systems, Inc.
By V�,reV
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