Assignment & Assumption 06/20/2007
CleltlllDe
Circol CIOrt
Danny L. Kolhage
Phone: 305-295-3130 Fax: 305-295-3663
Menwrandum
To:
James R. "Reggie" Paros, Division
Director, Housing & Community
Development
Attn:
Stacy DeVane, Executive Assistant
From:
Isabel C. DeSantis, . . .Y
Deputy Clerk V
Monday, July 02, 2007
Date:
At the Board meeting of June 20, 2007, the fOllowing was approved:
Assignment and Assumption Agreement of Contract between Synagro Southeast,
Inc. and Synagro South, LLC and execution of Consent of Monroe County Board of
County Commissioners to Assignment and Assumption.
Enclosed please find a fully executed duplicate original for your handling. Should
you have any questions concerning the above, please feel free to contact this office.
Copies: Finance
County Attorney
File
ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACT
AND CONSENT OF MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACTS (this
"Agreement") is made to be effective the 19th day of September 2005, by and between Synagro
Southeast, Inc., a Delaware corporation ("Assignor"), and Synagro South, LLC, formerly known
as Synagro South, Inc., a Delaware limited liability company ("Assignee").
WHEREAS, Synagro Technologies, Inc. is the ultimate parent company of both Assignor
and Assignee and Assignee is the direct parent company of Assignor;
WHEREAS, Assignor has entered into an Agreement, dated August 16, 2006, and all
amendments and extensions thereafter, with the Monroe County Board of County
Commissioners, for the Operation and Maintenance of the Sewage Treatment Plant at Florida
Keys Marathon Airport, Monroe County, Marathon, Florida, which agreement is incorporated
herein by this reference (the "Contract");
WHEREAS, Assignor desires to assign and transfer to Assignee all of its right, title and
interest in and to the Contract, subject to the terms, conditions, representations, covenants and
agreements set forth in this Agreement;
WHEREAS, Assignee desires to assume the responsibility and obligation for the
performance of all the services and other matters to be performed under the Contract after the
date hereof in accordance with the terms set forth herein; and
WHEREAS, the Monroe County Board of County Commissioners desires to give its
consent to such Agreement as required by the Contract.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
below, Assignor and Assignee agree as follows:
I. Assignment. Assignor hereby assigns transfers and sets over to Assignee, its
successors and assigns, all of its right, title and interest in, to and under the Contract, subject to
the terms, covenants, agreements, representations and conditions thereof.
2. Acceptance. Assignee accepts the assignment of the Contract, agrees to be bound
by all commitments and obligations required to be performed or complied and any liability
directly caused by Assignee as a result of Assignee's defective performance or compliance with
such commitments and obligations, regardless of whether t1\e110l.~.I<i'ih~ !'1Bmlof.fluired to be
performed by ASSignor pnor to the assignment. _ lJ t!! J . :-11:)
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which shall
instrument.
Counterparts. This Agreement may be executed in two counterparts, each of
be deemed an original and which together shall constitute one and the same
IN WITNESS WHEREOF, each party has caused this Agreement to be duly executed
and effective as of the date above written.
Tax ID: 74-2924511
Robert C. Boucher, Jr.
President
By: ~z:f~
Vice President & Secretary
By:
Synagro South, LLC
(" ASSI GNEP))
AI!
By_ ~ ~
Robert . !:Ioucller, Jr.
President
Tax ID: 76-0612567
By:
4~~~~
lvin L. 'fhomas II
Vice President & Secretary
CONSENT OF THE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
TO ASSIGNMENT AND ASSUMPTION
The undersigned hereby consents to the foregoing Assigrunent and Assumption of the Contract,
by and between Assignor and Assignee.
Effective as of the 20th day of June 2007.
[SEAL]
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
ATTEST: DANNY L. KOHLAGE, CLERK
By:
~i}~
BY:
Mario Di Gennaro, Mayor
Deputy Clerk
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DEPUiYCLUW ('{2.0{ 07
MONROE COUNTY ATTORNEY
ePROV~ Ai :t!iJ'r:
~THIA L. ALL
ASSISTANT COUNTY ATTORNEY
Date ~. 30 - 01-
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