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HomeMy WebLinkAboutC09-345 Assignment and Assumption WSRASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT is made in multiple originals and entered into by and between WSR Rental, LLC d/b/a/ National Car Rentals and Alamo Rent-A Car (hereinafter called "Assignor") and Vanguard Car Rental USA LLC, a Delaware limited liability company (hereinafter called "Assignee"). WITNESSETH: WHEREAS, Assignor wishes to assign all its rights under that certain Agreement For Operation of Rental Car Services Eagle County Air Terminal Corporation between Eagle County Air Terminal corporation, a not for profit 63-20 Corporation of the State of Colorado ("Corporation") and Assignor dated October 30, 2007 and hereinafter referred to as "Agreement" and attached as Exhibit A. WHEREAS, Assignor has requested the Corporation approve the Assignment of Assignor's rights and obligations under the Agreement to Assignee; and WHEREAS, the Corporation is willing to grant this request of Assignor to assign its rights under the Agreement to Assignee; NOW, THEREFORE, in consideration of the terms, covenants and promises, agreements and demises herein contained, and for other good and valuable consideration, each to the other given, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Assignor hereby transfers, assigns and sets over to the Assignee all right, title and interest of the Assignor in and to the Agreement effective as of August 5, 2009, ("Effective Date"). 2. In consideration therefore, the Assignee hereby accepts, assumes, takes over and succeeds to all of the Assignor's rights, duties, interests, liabilities and obligations from the Effective Date forward under the Agreement and agrees to all of the terms, conditions, provisions, covenants and obligations contained therein. 3. Assignor warrants to Assignee that it is not in breach of the Agreement and hereby agrees, for itself and its successors and assigns, to indemnify and hold harmless the Assignee from any loss, damage, environmental damage, claim, cost or expense arising from the failure of Assignor, its successors or assigns, to perform any of the terms, conditions, covenants and obligations of the Agreement, provided such indemnity shall apply only to failures accruing prior to the Effective Date of this Assignment. 4. Assignee hereby agrees, for itself and its successors and assigns, to indemnify and hold harmless the Assignor from any loss, damage, environmental damage, claim, cost or expense arising from the failure of Assignee, its successors or assigns, to perform any of i ~~S ~~~~ the terms, conditions, covenants and obligations of the Agreement, provided such indemnity shall apply only to failures accruing after the Effective Date of this Assignment. 5 The Corporation consents to the assignment as of the Effective Date of the rights, duties, interest, liabilities and obligations under the Agreement of Assignor to Assignee and hereby authorizes execution of this Assignment and Assumption Agreement. The Corporation understands and agrees that the Assignor remains responsible for any and all obligations under the Agreement prior to the Effective Date and that Assignee is responsible only for obligations arising after the Effective Date. IN WITNESS WHEREOF, the undersigned have duly executed this Assignment and Assumption Agreement as of the date set forth above. EXECUTED THIS THE ATTEST: ATTEST: day of , 2009 ATTEST: ` ~eit~1 !UiOnfgg, .SeCrttcr APPROVED: ~/ Bj ~l" u n % /'~O yr ~ i4 t~D /!1 ~Y ASSIGNOR: WSR Rental, LLC By: Title: President ASSIGNEE: Vanguard Car Rental USA LLC By: Title: Federal Tax ID: 43-1526718 CONSENT GRANTED: Eagle County Air Terminal Corporation Title: P /' es r_c/P „ °~ Date: ;~~~~ .~ AGENDA EAGLE COUNTY AIR TERMINAL CORPORATION MEETING (` ~~ ~` r ~~ ,.-~ August 4, 2009 L `~ !':,.-` ~ , ,~ ~` Consideration for execution: Assignment and Assumption Agreement by and between `" WSR Rental, LLC d/b/a National Car Rentals and Alamo Rent-A-Car, and Vanguard \"" ~~ ' Car Rental USA, LLC, a Delaware limited liability company. ~` 2. New Business 3. Adjourn ! ~ ~,. 1r-~ ``~J ~. 1 `y !~ r ~~ .~: ~~u ~`J.~-- ~ s Office Eac~6e ~r~,~rt' Attorney' ~3y. ~aQis~ ~~~~~ to y Oamrnissioners' Office f' ` _y 7`--"C~'~ `-"" App p ED AST©F M