HomeMy WebLinkAbout6251RESOLUTION NO. 6251
A RESOLUTION CONSENTING TO THE ASSIGNMENT OF
THE AMENDED AGREEMENT DATED APRIL 11, 1988
BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND
COLORADO DEVELOPMENTAL RESOURCE CORPORATION
RELATING TO LANDFILL GAS RECOVERY
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that:
The City does hereby consent to the assignment of the Amended
Agreement dated April 11, 1988 between Pueblo, a Municipal Corpor-
ation and Colorado Developmental Resource Corporation (the "Agree-
ment") from Colorado Developmental Resource Corporation (the
"Assignor ") to Environmental Technologies International, Inc., a
Colorado Corporation of #12, 1235 64th Avenue, S.E., Calgary,
Alberta T2H 2J7, Canada (the "Assignee "), without releasing or
discharging Assignor from any of its duties or obligations under
the terms and provisions of the Agreement.
The consent hereby given shall not become effective until the
Assignee shall file with the City Clerk the following:
(a) Certified resolution of the Board of Directors of
Assignee accepting the Agreement without reservation and agreeing
to carry out and timly perform all of the covenants, terms,
provisions and conditions of the Agreement to be kept, observed
and performed by the Assignor thereunder, and
(b) An executed assignment between Assignor and Assignee in
form and content acceptable to the City Attorney.
The Agreement shall not be assigned by Assignee without the
prior written consent of the City. Any attempted assignment by
Assignee without the written consent of the City shall be invalid
and unenforceable.
ATTEST:
. 1
CitY Clerk
INTRODUCED: July 25, 1988
By MIKE SALARDINO
Councilman
APPROVED:
Pre ident of the City Council
-2-
UNANIMOUS CONSENT TO ACTION IN LIEU OF
SPECIAL MEETING OF THE SOLE SHAREHOLDER OF
ENVIRONMENTAL TECHNOLOGIES INTERNATIONAL, INC.
(a Colorado corporation)
THE UNDERSIGNED, being the sole shareholder of the
corporation, in lieu of holding a Special Meeting, does hereby
consent to the adoption of the following resolutions as if said
resolutions had been actually adopted at a Special Meeting of the
sole shareholder duly called and held on this date,
TO WIT:
RESOLVED, that the proper officers are hereby
authorized, empowered and directed to enter
into the Purchase and Sale Agreement dated
May 4, 1988, by and between the corporation
and Colorado Developmental Resource
Corporation concerning the Pueblo landfill,
and all associated documents including, but
not limited to, the assignment of that
certain Amended Agreement, dated April 11,
1988, between Pueblo, a municipal
corporation, and CDRC (the "Agreement "). The
Purchase and Sale Agreement, the assignment
of the Agreement and all other documents
concerning the acquisition and development of
the Pueblo landfill which are deemed
appropriate and necessary by the proper
officers are hereby ratified, confirmed and
adopted without reservation.
FURTHER RESOLVED, that the corporation shall
carry out and timely perform all of the
covenants, terms, provisions and conditions
of the Agreement to be kept, observed and
performed by CDRC thereunder.
DATED this 4th day of May, 1988.
ENVIRONMENTAL TECHNOLOGIES, INC.,
an Alberta corporation
Sole shareholder
ATTEST
cicnar
[SEAL]
.//Scopf, Secretary is ar J. Co en Presi ent
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D ED
City of Pueblo
August 9, 1988
Ms. Gretchen L. Aultman
Burns, Wall, Smith and Mueller, Attorneys at Law
303 East Seventeenth Avenue, Suite 800
Denver, CO 80203 -1260
RE: RESOLUTION NO. 6251
Dear Ms. Aultman :
In response to your letter dated August 5, 1988, this is to
certify that I have received certified resolutions of the Board
of Directors of ENVI accepting such agreement and an executed
assignment. However, the enclosed Assignment of Agreement is
not acceptable to the City Attorney for the following reasons:
1. The Assignment of Agreement and execution signatures are
copies.
2. Neither the Assignment nor the Acceptance have an effective
date.
The form and content of the enclosed are, however, acceptable to
the City Attorney.
Will you please see that we receive an original executed and
ccxplete Assignment and Acceptance for the official file.
Very truly yours,
Aai D. Mead
City Clerk
Encl.
OFFICE OF CITY CLERK
P.O. Box 1427 Pueblo, Colorado 81002 (303) 544 -4747
PETER J. WALL
GREGORY J. SMITH
GEORGE W. MUELLER
JAN B.DELBRIDGE- GRAHAM
JAMES E.BOSIK
MORRIS B.HECOX,JR.
STEVEN F. MUELLER
FRANK T. HILL
ROBERT T. COSGROVE
JOHN D.AMEN
JAMES P. ROUSE
JOSEPH G.ROSANIA
GRETCHEN L.AULTMAN
LINDA K.HAMMACHER
THOMAS H. HAWKINS
BURNS, WALL, SMITH AND MUELLER
ATTORNEYS AT LAW
303 EAST SEVENTEENTH AVENUE,SUITE 800
DENVER,COLORADO 80203 -1260
TELEPHONE (303) 830 -7000
TELECOPIER (303) 830-6708
August 5, 1988
City Clerk
City of Pueblo
P.O, Box 1427
Pueblo, Colorado 81.002
Attention: Marian D. Mead
Re: Resolution No. 6251
Dear Ms. Mead:
t"A
`` W
988 .
t•
OF COUNSEL
THOMAS M. BURNS
FRANK H. HOUCK
DARRELL C. MILLER
SPECIAL COUNSEL
DANIEL B. MATTER
We have received a certified copy of Resolution No. 6251
concerning the assignment of the Agreement dated April 11, 1988
between Pueblo,a municipal corporation, and Colorado
Developmental Resources Corporation. Such resolution consents to
the assignment of such agreement to Environmental Technologies
International, Inc. ( "ENVI ") However, the consent is not
effective until the City Clerk receives certified resolutions of
the Board of Directors of ENVI accepting such agreement and an
executed assignment in form and content acceptable to the Pueblo
City Attorney.
The certified copy of Resolution No. 6251 does not indicate
that such documents have been filed with the City Clerk and,
therefore, does not verify that the consent is effective. Such
documents were hand delivered to your office August 3, 1988.
Please send to us acknowledgment of your receipt of such
document.
If you have any questions, please let me know. Thank you
very much for your assistance.
Very truly yours,
By
Gretchen L. Aultman
BURNS, WALL, SMITH AND MUELLER
GLA /pw
GLA37 /009
PETER J. WALL
GREGORY J. SMITH
GEORGE W. MUELLER
JAN B.DELBRIDGE- GRAHAM
JAMES E.BOSIK
MORRIS B. HECOX, JR.
STEVEN F. MUELLER
FRANK T. HILL
ROBERT T. COSGROVE
JOHN D. AMEN
JAMES P. ROUSE
JOSEPH G.ROSANIA
GRETCHEN L.AULTMAN
LINDA K. HAMMACHER
THOMAS H. HAWKINS
BURNS, WALL, SMITH AND MUELLER
ATTORNEYS AT LAW
303 EAST SEVENTEENTH AVENUE,SUITE 800
DENVER,COLORADO 80203 - 1260
TELEPHONE (303) 830 -7000
TELECOPIER (303) 830 -6708
August 30, 1988
City Clerk
City of Pueblo
P.O. Box 1427
Pueblo, Colorado 81002
Attention: Marian D. Mead
Re: Resolution No. 6251
Dear Ms. Mead:
OF COUNSEL
THOMAS M. BURNS
FRANK H. HOUCK
DARRELL C. MILLER
SPECIAL COUNSEL
DANIEL B. MATTER
�9
In response to your letter dated August 9, 1988 and our
telephone conversation August 12, 1988, I enclose for your
records a certified copy of the Assignment of Agreement
referenced in Resolution No. 6251 for all records and because
Resolution No. 6251 is effective only upon receipt of such
agreement by the City Clerk, please send to me verification of
the receipt of such agreement.
Please let me know if you have any questions. Thank you for
your assistance.
Very truly yours,
BURNS, WALL, SMITH AND MUELLER
By
Gretchen L. Aultman
GLA /pw
GLA37 /019
i
cc: Richard J. Collens
ASSIGNMENT OF-AGREEMENT
THAT FOR AND IN CONSIDERATION OF the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, COLORADO
DEVELOPMENTAL RESOURCE CORPORATION, a Colorado corporation
( "Assignor "), 2323 South Troy Street, Suite 112, Aurora, Colorado
80014, does hereby grant, bargain, sell, assign, transfer, set
over, warrant, confirm and convey unto ENVIRONMENTAL TECHNOLOGIES
INTERNATIONAL, INC., a Colorado corporation ( "Assignee "), of 12,
1235 64th Avenue, S.E., Calgary, Alberta T2H 2J7, CANADA, its
successors and approved assigns forever, all of Assignor's right,
title and interest in and to that certain Amended Agreement dated
April 11, 1988, from Pueblo, a Municipal Corporation, a Colorado
corporation, as Lessor, to Assignor as Lessee, covering lands in
Pueblo County, Colorado ( "Agreement "), together with all rights
of Assignor under said Agreement, a copy of which is attached
hereto as Exhibit A and made a part hereof.
TO HAVE AND TO HOLD the same unto the Assignee, its succes-
sors and assigns, subject to the provisions contained in said
Agreement and the City of Pueblo's concent to this assignment.
Assignor hereby covenants that said Agreement is free from
all encumbrances and that said Agreement is valid and existing
according to its terms.
Assignor agrees that it will execute or procure any further
necessary consent or assurance of said Agent and the privileges
belonging thereto.
3195C/1
This Assignment is subject to the provisions of that certain
Agreement of Sale and Purchase dated May 11, 1988, between
Assignor and Assignee.
IN WITNESS WHEREOF the Assignor has executed this Assignment
of Agreement this 29 d day of August P 1988, to be
effective as of the day of 1988.
COLORADO DEVELOPMENTAL RESOURCE
ATTEST CORPORATION
a Colorado corporation
B y
Secretary,.: Jack R. Cohen, President
[SEAL]
STATE OF COLORADO )
r r1 , . ) ss.
COUNTY OF / LAd4(_,? )
The foregoing Assignment of Agreement was acknowledged before
me by Jack R. Cohen, as President of Colorad Developmental
Resource Corporation, on the day of _ 1988.
Witness my hand and official seal.
My Commission expires: �Q$�
ACCEPTANCE, APPROVAL AND AGREEMENT
The terms of the foregoing Assignment of Agreement are hereby
accepted, approved and agreed to this :- day of
1988, effective as of the day of 1988, and
the undersigned hereby covenants with the Assignor and with the
City of Pueblo, a municipal corporation, that it will assume the
3195C/2
due and punctual performance of all the covenants, terms,
conditions and provisions of said Agreement to be kept, observed
and performed by the Assignor thereunder.
ENVIRONMENTAL TECHNOLOGIES
ATTEST INTERNATIONAL I NC.
a Colo 6orporation
L By
Richard J. ott, ecretary RiNchard J. Collens
Pre ent
[SEAL; --
PROVINCE OF ALBERTA )
ss.
CITY OF CALGARY )
The foregoing Assignment of Agreement was acknowledged before
me by Richard J. Collens, as President of F�nvironmental
Technologies International, Inc., on the day of
1988.
witness my hand and official seal.
My Commission expires:
�. SCLlCiTO a ry
�I far the
.,.
Cana d3__� RISTER & SOLICITG,Z
�-s not expire A notary put"C in and for the
Province of Alberta Caned$
My Comm does net
3195C/3
ENVIRONMENTAL TECHNOLOGIES INTERNATIONAL, INC.
PRESIDENT'S CERTIFICATE
The undersigned, Richard J. Collens, President of
Environmental Technologies International, Inc., a Colorado
corporation ( "Company "), hereby certifies and states attached
hereto as Exhibit A is a complete and correct copy of Resolutions
duly adopted by the Board of Directors of the Company effective
May 4, 1988. Such Resolutions have not been amended, rescinded
or modified since their adoption and remain in full force and
effect as of the date hereof.
IN WITNESS WHEREOF, I have signed this Certificate and
affixed the seal of the Company.
Dated: July 26, 1988.
SEAL
ENVIRONMENTAL TECHNOLOGIES
INTERNATIONAL, INC.
By
R: hard J. Co Fns, President
I, Richard A. Scott, Secretary of Environmental Technologies
International, Inc., do hereby certify that Richard J. Collens
duly has been elected and qualified to hold the office of
President of Environmental Technologies International, Inc. and
that he holds such office as of the date hereof and that his
signature appearing above is his genuine signature.
Dated: July 26, 1988
GLA36 /018
ENVIRONMENTAL TECHNOLOGIES INTERNATIONAL, INC.
PRESIDENT'S CERTIFICATE
The undersigned, Richard J. Collens, President of
Environmental Technologies International, Inc., a Colorado
corporation ( "Company "), hereby certifies and states attached
hereto as Exhibit A is a complete and correct copy of the
Assignment of Agreement executed on behalf of Environmental
Technologies International, Inc. Such Assignment has not been
amended, rescinded or modified since its execution and remains in
full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have signed this Certificate and
affixed the seal of the Company.
Dated: August ;)) , 1988.
SEAL
ENVIRONMENTAL
INTERNATIONAL,
TECHNOLOGIES
INC.
By
hard J. Collens, President
I, Richard J. Scott, Secretary of Environmental Technologies
International, Inc., do hereby certify that Richard J. Collens
duly has been elected and qualified to hold the office of
President of Environmental Technologies International, Inc. and
that he holds such office as of the date hereof and that his
signature appearing above is his genuine signature.
Dated: August _, 1988
d', J
Richard J :Scot Secretary
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