09/19/2007 Assignment/Assumption MEMORANDUM
To: Teresa Aguiar
Employee Services -
From: Isabel DeSantis la
Deputy Clerk 'o''
Date: September 28, 2007
At the BOCC meeting of September 19, 2007 the BOCC granted approval and authorized
execution of the following:
Assignment and Assumption Agreement of Contract and Consent of Monroe County with
Horizon Behavioral Services, Inc. to assume EAP Services covered under the current
contract due to sale and purchase to Horizon by the current provider, The Allen Group.
Attached hereto is a duplicate original of the subject document for your handling.
Should you have any questions concerning this matter, please do not hesitate to contact
my office.
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ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRA'
AND CONSENT OF MONROE COUNTY BOARD OF COUNTY COMMI SIONER8
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACTS (this
"Agreement ") is made to be effective the 31 day of July, 2007, by and between The Allen
Group, also known as The J.D. Allen Group ( "Assignor "), and Horizon Behavioral Services,
Inc., a Delaware corporation qualified to do business in Florida ( "Assignee ").
WHEREAS, Assignor entered into a contract dated May 16, 2007, with the Monroe
County Board of County Commissioners, for provision of professional services in the form of an
Employee Assistance Program (the "Contract "); and
WHEREAS, subsequent to the date of the Contract, Assignor entered into an asset
purchase and sale agreement with Assignee; and
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; 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 Contract after the
date hereof in accordance with the terms set forth herein; and
WHEREAS, Assignee desires this Agreement to be made effective retroactive to July 31,
2007, to coincide with the date of the purchase and sale of Assignor to Assignee; and
WHEREAS, the Monroe County Board of County Commissioners desires to give its
consent to such Agreement.
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 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 the work had been required to be
performed by Assignor prior to the assignment;
3. Assignee's Responsibilities. Within ten (10) days after execution of this
Agreement by the County, the Assignee shall provide proof of the following in a form acceptable
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to County, and said presentation shall be a precondition for any further obligations on part of
County under this Agreement:
a. Proof of insurance coverage as provided in Section 32 of the Contract, with
Monroe County Board of County Commissioners, its employees and officials
named as Additional Insured on all policies except for Workers'
Compensation; and
b. Proof of an occupational license to do business in Monroe County, Florida.
c. Proof of any professional licenses called for under the Contract.
4. Notice. Paragraph 8 of the Contract is amended to read as follows:
Any notice required or permitted under this agreement shall be in writing and
hand delivered or mailed, postage prepaid, to the other party by certified mail,
returned receipt requested, to the following:
To the COUNTY: Employee Services Division Director
1100 Simonton Street, Suite 2 -268
Key West, FL 33040
Tel. (305) 294 -4641
Fax. (305) 292 -4564
To the CONTRACTOR: Horizon Behavioral Services, Inc.
c/o The Allen Group
2965 W. State Road 434, Suite 200
Longwood, FL 32779
Tel. 407 -571 -7600 or 800 - 272 -7252
Fax. 407 - 862 -1477
5. In all other respects, the Contract remains unchanged.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each party has caused this Agreement to be duly executed
and effective as of the date above written.
THE ALLEN GROUP ("ASSIGNOR") WITNESS FOR THE ALLEN GROUP:
B y : \\' '"`,
'� By: G( of 1,k lAQ_r
Print Name \ Print Na
0,01 42W 416110
Sign:. re Date
Signature Date
HORIZON BEHAVIORAL SERVICES, INC. WITNESS FOR HORIZON BEHAVIORAL
( "ASSIGNEE ") SERVICES, INC.
By: At 4" 11-42.nr By: 0115Y1
Print Name Print Name
Signature Date Signature Date
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.
Effective as of the 31 day of July, 2007.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BY
[SEAL] Mario Di Gennaro, Mayor
Date: 09-.a.0-07
ATTEST: DANNY L. KOHLAGE, CLERK
By: a/44 • Lagi amdt4
Deputy Clerk
MONROE COUNTY ATTORNEY
AP ROV DA TO�O y:
YNTHIA L. HALL
3 ASSISTANT CO NTY ATTORNEY
Date 7- " c)*