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HomeMy WebLinkAboutResolution - 2007-R0080 - Assignment And Assumption Agreement - Benton Oil Company/Eddins-Walcher Company - 02/22/2007Resolution No. 2007-ROO80 February 22, 2007 Item No. 5.21 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK. THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, as evidencing the consent of the City of Lubbock, an Assignment and Assumption Agreement by and between the Benton Oil Company and Eddins -Walcher Company, and all related documents. Said Assignment and Assumption Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 22nd day of February 2007. DAVID A. MItLER, MAYOR ATTEST: AReecca Garza, City Secretary APPROVED AS TO CONTENT: Victor Kilman Director of Purchasing and Contract Management APPROVED AS TO FORM: Richard K. Casner First Assistant City Attorney mUccdocs/Benton Oil -res February 15, 2007 Resolution No_ 2007-80080 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement, dated as of Feb , 2007 (this "Agreement'), is made by and between Benton Oil Company, a Texas corporation ("Assignor"), and Eddins -Walcher Company, a Texas corporation ("Assignee"). RECITALS A. The City of Lubbock, Texas (the "City") has awarded Assignor a Gasoline and Diesel Fuel Automated Services Agreement (the "Agreement") for the period of December 7, 2006 through December 8, 2007, with option to renew for two (2) additional one (1) year periods in favor of the City, pursuant to Assignor's bid dated November 8, 2006. B. Pursuant to the terms hereof, Assignor has agreed to sell, convey, assign, transfer, and deliver to Assignee all of Assignor's right, title, and interest in, to and under the Agreement attached hereto as Exhibit A, together all rights and benefits under or arising out of such Agreement, and Assignee has agreed to accept the assigninent of the Agreement from Assignor. C. The City, upon the terms described herein, agrees to consent to the assignment of the Agreement from the Assignor to the Assignee. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and the City, to the extent it consents to the assignment, intending to be legally bound, hereby agree as follows: 1. Assignment. Assignor hereby assigns, conveys, delivers, sells, transfers, and sets over to Assignee all of Assignor's legal, beneficial, and other right, title, benefit, privileges, and interest in and to the Agreement (the "Assignment'). 2. Assumption. Assignee hereby accepts the Assignment, and assumes and agrees to observe, perform, and otherwise discharge its obligations under the Agreement. 3. Consent of the City. The City hereby consents to the Assignment of the Agreement by Assignor to Assignee. Assignor hereby stipulates to City and agrees that it shall not be released from and against any claims, liabilities or responsibilities of any kind, type or nature, arising in whole or in part on or before the date of this Assignment and Assumption Agreement. 4. Representations and Warranties. (a) Assignor hereby represents and warrants that (i) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, (ii) it has all corporate power and authority to enter into and perform this Agreement, (iii) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action of Assignor, and (iv) this Agreement constitutes a valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms. (b) Assignee hereby represents and warrants that (i) it is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas, (ii) it has all corporate power and authority to enter into and perform this Agreement, (iii) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action of Assignee, and (iv) this Agreement constitutes a valid and binding obligation of Assignee enforceable against Assignee in accordance with its terms. 5. Governing Law. This Agreement and the obligations of the parties hereunder will be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice of law principles that may require the application of any other laws. 6. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. 7. Further Assurances. Assignor and Assignee hereby agree that they will, at any time and from time to time after the date hereof, and without further consideration, take all such further actions, and execute and deliver all such further instruments or documents, as may be reasonably requested by the other party to effectuate the purposes of this Agreement. 8. Amendments and Waivers. No amendment, modification, waiver, replacement, termination, or cancellation of any provision of this Assignment will be valid, unless the same shall be in writing and signed by Assignee and Assignor and consented to, as evidenced in writing, by the City. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. BENTON OIL CO Y (ASSIGNOR) By: Pri Name: Print Title: r EDDINS- By: Print Print Title: Consent to Assignment: THE CITY OF LUBBOCK, TEXAS (CITY) DAVID A. M LLER, MAYOR ATTEST: Re �eccaarza, City Secretary APPROVED AS TO CONTENT: Victor Kilmab Director of Purchasing and Contract Management APPROVED AS ORM: Richard K. Casner First Assistant City Attorney ml/Riehard/Assignment&Ass umption Agree -Benton Oil Co.-rdln February 13, 2007 SIGNEE) Resolution No. 2007-R0080 EXHIBIT A Gasoline and Diesel Fuel Automated Services Agreement (including bid form and General Conditions)