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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 GLA36 /016 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 GLA37 /021