Consent to Assignment 02/17/2010DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DA TE: February 22, 2010
TO: Dent Pierce, Director
Public Works Division
ATTN. Beth Leto, Assistant Director
Public Works Division
FROM: Pamela G. Hanc k, . C.
At the February 17, 2010, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the following:
Consent to Assignment and Assignment and Assumption Agreement for the Contract
with Siemens Building Technologies, Inc. for testing, certification, and maintenance of the
Monroe County Detention Center's fire alarm System, building automation system, and smoke
control system; the Sheriffs Administration Building's fire alarm system and building automation
system; the Juvenile Justice Center's fire alarm system and building automation system; and the
Courthouse Annex's fire alarm system.
Amendment and First Renewal Agreement between Monroe County and Master
Mechanical Services, Inc. for central a/c repair services for Upper Keys Facilities.
Enclosed is a duplicate original of each of the above -mentioned for your handling.
Should you have any questions please do not hesitate to contact this office.
cc: County Attorney
Finan e
File
CONSENT TO ASSIGNMENT
AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS CONSENT TO ASSIGNMENT AND ASSIGNMENT AND ASSUMPTION
AGREEMENT (hereafter "Consent Agreement") is entered into this 17th day of February
2010 by and between MONROE COUNTY, a political subdivision of the State of Florida
(hereafter "County"), SIEMEN'S BUILDING TECHNOLOGIES, INC. ("Assignor"), and
SIEMENS INDUSTRY, INC., a Delaware corporation ("Assignee").
WHEREAS, Siemens Energy & Automation, Inc. and Siemens Building Technologies,
Inc. have merged under the name of Siemens Industry, Inc., a corporation organized and
existing under the laws of the State of Delaware authorized to do business in the State of Florida;
and
WHEREAS, Assignor has entered into an Agreement, dated September 19,2007, and all
amendments and renewals and/or extensions thereafter, with the Monroe County Board of
County Commissioners, for the testing, certification, and maintenance of the Monroe County
Detention Center's fire alarm system, building automation system, and smoke control system;
the Sheriffs Administration Building's fire alarm system and building automation system; the
Juvenile Justice Center's fire alarm system and building automation system; the Courthouse
Annex's fire alarm system; and the Marathon Government Center's building automation system.,
which agreement is incorporated herein by reference (hereafter the "Original Contract"); and
WHEREAS, Assignor desires to assign and transfer to Assignee all of its right, title and
interest in and to the Original Contract, subject to the terms, conditions, representations,
covenants and agreements set forth in this Consent Agreement; and
WHEREAS, Assignee desires to assume the responsibility and obligation for the
performance of all the services and other matters to be performed under the Original Contract
after the date hereof in accordance with the terms set forth herein; and
WHEREAS, the Monroe County Board of County Commissioners has no objection to the
assignment and assumption of the Original Contract;
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
below, Assignor and Assignee agree as follows:
1. 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 Original Contract,
subject to the telIDs, covenants, agreements, representations and conditions thereof.
2. Acceptance. Assignee accepts the assignment of the Original Contract and agrees
to be bound by all commitments and obligations required to be performed or complied with and
assumes any liability directly caused by Assignor as a result of Assignor's defective performance
or non-compliance with such commitments and obligations, regardless of whether the work had
been required to be performed by Assignor prior to the assignment.
1
3. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original and which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each party has caused this Agreement to be duly executed
and effective as of the date above written.
SIEMENS BUILDING TECHNOLOGIES, INC.
("ASSIGNOR")
Tax ID: 13-2762488
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Title: 'Zo tJ[.: ~A--f'JA~--i2.-.
SIEMENS INDUSTRY, INC.
("ASSIGNEE")
By:
Print Name:
T i tl e:
Tax ID: 13-2762488
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Title: 'Zo tJ0- f-.-1ftfVA~-jL
By:
Print Name:
T i tl e :
CONSENT OF THE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
TO ASSIGNMENT AND ASSUMPTION
The undersigned hereby consents to the foregoing Assignment and Assumption of the Original
Contract, by and between AF~~nr 7~~osignee. S ~ ~
Effective as of the _day gfDeeembcI, 2009. .~~~~ -a
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BOARD OF COUNTY COMMISSIONERS
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OF MONROE COUNTY, FLORIDA ';,::,:.\: ~
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