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Home My WebLink AboutRES 23-021RESOLUTION NO. 23-021 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: WHEREAS, on November 15, 2022, by Resolution 22-309, City Council awarded a contract to Barricades Unlimited, of Lubbock, Texas, in the amount of $699,671.52, for the Citywide Pavement markings Phase II Project; and, WHEREAS, effective December 29, 2022, Barricades Unlimited, formally Crabtree Barricade Systems, Inc., officially became part of TRP Construction Group, LLC., of Fort Worth, Texas, and has submitted all paperwork and documentation required for them to contractually take on the responsibility of the remaining work for this project; and, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the statements and findings set out in the preamble to this resolution are hereby, in all things, approved and adopted; and, THAT the City Council hereby approves the assignment of a contract TRP Construction Group, LLC., of Fort Worth, Texas, in the amount of $699,671.52, for the Citywide Pavement markings Phase II Project; and, THAT due to the Notice to Proceed date approaching after the purchase of Barricades Unlimited, of Lubbock, Texas, there is no payment due to Barricades Unlimited, of Lubbock, Texas for the project. 0 BE IT FURTHER RESOLVED THAT the City Manager be and he is hereby authorized to execute a contract with TRP Construction Group, LLC., of Fort Worth, Texas, for the purposes described herein. The meeting at which this resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 24th day of January, 2023. 4, X�'h' L hm. - Mayor Robin Mouton - Execution Version BILL OF SALE AND ASSIGNMENT AND ASSLTWTION AGREEMENT This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is dated as of December 29, 2022, by and between West Texas Barricades, L.L.C., a Texas limited liability company ("Assignor'), and TRP Construction Group, LLC, a Texas limited liability company ("Assignee'). Assignor and Assignee are sometimes each referred to herein as a "Party" and together as the "Parties." All capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below). WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of the date hereof, (the "Purchase Agreement"), by and between Assignor and Assignee, Assignor agreed to sell, assign, convey, transfer and deliver to Assignee, and Assignee agreed to purchase and acquire from Assignor, the Acquired Assets, and Assignee agreed to assume the Assumed Liabilities, upon the terms and subject to the conditions of the Purchase Agreement; and WHEREAS, pursuant to Section 3.02 of the Purchase Agreement, Assignor and Assignee agreed to enter into this Agreement pursuant to which the Acquired Assets are being conveyed to Assignee and the Assumed Liabilities are being assumed by Assignee. NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth in the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows: 1. Sale and Assignment of Acquired Assets. Effective as of the Closing, on the terms and subject to the conditions set forth in the Purchase Agreement, Assignor hereby sells, assigns, conveys, transfers and delivers to Assignee, its successors and permitted assigns, free and clear of all Liens (except for any Permitted Liens), all of Assignor's right, title and interest in, to and under the Acquired Assets, and Assignee hereby purchases, acquires, accepts and takes assignment and delivery thereof. Notwithstanding anything herein or in the other Transaction Documents to the contrary, Assignor shall retain, and shall not sell, assign, convey, transfer or deliver to Assignee, any of the Excluded Assets. 2. Assumption of Assumed Liabilities. Effective as of the Closing, on the terms and subject to the conditions set forth in the Purchase Agreement, Assignee hereby accepts the Acquired Assets and, pursuant to and in accordance with the terms and conditions of the Purchase Agreement, hereby assumes the Assumed Liabilities. Notwithstanding anything herein or in the other Transaction Documents to the contrary, Assignee shall not acquire, assume or be liable for any of the Excluded Liabilities and Assignor will retain the Excluded Liabilities. 3. No Effect On Purchase Agreement. Nothing in this Agreement, express or implied, is intended to or shall be construed to modify, expand or limit in any way the terms of the Purchase Agreement. In the event of any conflict, inconsistency or ambiguity between the provisions of this Agreement and of the Purchase Agreement, the provisions of the Purchase Agreement shall govern and prevail, and any such provision in this Agreement shall be deemed to be amended to the extent necessary to eliminate any such conflict, inconsistency, ambiguity or difference. Exhibit "A" 4. Successors and Permitted Assigns. This Agreement may not be assigned by operation of law or otherwise without the express written consent of Assignor and Assignee, and any attempted assignment of this Agreement without such consent shall be void and of no effect; provided, however, that, notwithstanding the foregoing, Assignee may assign this Agreement or any rights hereunder together with any permitted assignment of the Purchase Agreement. This Agreement and all the provisions hereof shall be binding upon and inure solely to the benefit of the Parties named herein and their respective successors and permitted assigns. 5. Further Assurances. Each Party hereto shall from time to time after the date hereof at the request of the other Party and without further consideration execute and deliver to such other Party such additional instruments of conveyance in addition to this Agreement as such other Party shall reasonably request to consummate or evidence the transactions provided for herein, to accomplish the purpose hereof or to assure to such other Party the benefits hereof. 6. Governing Law. Section 9.10 of the Purchase Agreement is hereby incorporated by reference, mutatis mutandis. 7. No Third Party Beneficiaries. Section 9.08 of the Purchase Agreement is hereby incorporated by reference, mutatis mutandis. 8. Counterparts. Section 9.12 of the Purchase Agreement is hereby incorporated by reference, mutatis mutandis. 9. Amendment: Waiver. Section 9.09 of the Purchase Agreement is hereby incorporated by reference, mutatis mutandis. 10. Severability. Section 9.05 of the Purchase Agreement is hereby incorporated, mutatis mutandis. [Signature Page Follows] PA IN WITNESS WHEREOF, the Parties have caused this Bill of Sale and Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above. ASSIGNOR: WEST TEXAS BARRICADES, L.L.C. By: 1;dI6 Name: Chris Boutwell Title: President ASSIGNEE: TRP CONSTRUCTION GROUP, LLC Bv: Name: Thomas Rod Pekumey Title: Chief Executive Officer and Secretary [Signature Page to Bill of Sale and Assignment and Assumption Agreement] IN WITNESS, WHEREOF, the Parties have caused this Bill of Sale and Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above. ASSIGNOR: WEST TEXAS BARRICADES, L.L.C. Name: Chris Boutwell Title: President ASSIGNEE: TRP CONSTRUCTION GROUP, LLC Qon,skjnea ny: 1`�1 ^I J I ) I-) ry L`+l By: r•:r sn+aa a asa: Name: Thomas Rod Pekurney Title: Chief Executive Officer and Secretary [Signature Page to Bill of Sale and Assignment and Assumption Agreement]