Consent to Assignment 05/19/2010
CONSENT TO ASSIGNMENT
AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS CONSENT TO ASSIGNMENT AND ASSIGNMENT AND ASSUMPTION
AGREEMENT (hereafter "Consent Agreement") is entered into this 19th day of May. 2010, by
and between Synagro South, LLC ("Assignor"), and, U.S. Water Services Corporation, a Florida
Corporation ("Assignee").
WHEREAS, Assignor has entered into an Agreement, dated August 16, 2006, and all
amendments and renewals and/or 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 reference (hereafter the "Original Contract"); and
WHEREAS, on June 17, 2009, the Monroe County Board of County Commissioners
approved for Synagro Southeast, Inc. to continue to operate and maintain the sewage treatment
plant at the Florida Keys Marathon Airport on a month to month basis until the City of Marathon
completes installation of the new sewer system; and
WHEREAS, the City of Marathon estimates that completion of the sewer system to
which the Airport is to be connected will extend beyond the projected completion date of July
2010 and therefore the agreement should continue on a month to month basis with the Assignor;
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 terms, covenants, agreements, representations and conditions thereof.
1
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.
3. Term. This Assignment of agreement is for services for a period commencing on
March 1, 2010, on a month to month basis; however, the term shall not exceed twelve (12)
calendar months from the date of commencement.
4. Cancellation. Section 39 of the original agreement shall be amended to read:
Either of the parties hereto may cancel this agreement without cause by giving the other party
thirty (30) days written notice of its intention to do so.
5. 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.
Synagro South, LLC
(" ASSIGNOR")
Tax ID: 76-0612567
By:
KcuS- ~.~~
Authorized fflcer of Synagro South, LLC
Karl J. Scott, Vice President
U.S. WATER SERVICES CORPORATION
("ASS GNEjI)
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Victoria Penick, Vice-President
Tax ID: 20-0008821
By:
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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 Contract,
by and between Assignor and Assignee.
May .2010.
KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BY:
~.
SylVIa Murphy, Mayor
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