Assignment & Assumption 03/15/2017KEVIN MADOK, CPA
MONROE COUNTY CLERK OF THE CIRCUIT COURT & COMPTROLLER
DATE: April 20, 2017
TO: Tanuny Sweeting
Administrative Assistant
FROM: Pamela G. HancoC.
SUBJECT: March 15" /April 12" BOCC Meetings
Enclosed is a duplicate original of Item C3, 'Consent to Contract Assignment' from
Littlejohn Engineering Associates, Inc. to S &ME, Inc. for the design of Big Pine Swimming
Hole, for your handling (3/15/17).
Also enclosed is a duplicate original of Item C2, First Amendment to Task Order for
Architect and Engineering (A &E) Services for Ellis Building Renovations with William P.
Horn Architect, P.A. dated November 24, 2015, to include A &E Services to renovate and re-
purpose the Tavernier School to be the Senior Center, for your handling (4/12/17).
Should you have any questions, please feel free to contact me at ext. 3130. Thank you.
cc: County Attorney
Finance
File
ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACT
AND CONSENT OF MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACT AND
CONSENT OF MONROE COUNTY BOARD OF COUNTY COMMISSIONERS (hereafter
"Consent Agreement ") is entered into this 15th day of March, 2017, by and between MONROE
COUNTY, a political subdivision of the State of Florida (hereafter "County "), LITTLEJOHN
ENGINEERING ASSOCIATES, INC. ( "Assignor "), and S &ME, INC., a foreign profit
corporation authorized to do business under the laws of the State of North Carolina,
( "Assignee ").
WHEREAS, Littlejohn Engineering Associates, Inc. ( "Littlejohn ") was acquired by
S &ME, Inc. ( "S &ME ") and operates as a wholly owned subsidiary under S &ME, Inc., a foreign
corporation organized and existing under the laws of the State of North Carolina, but authorized
to do business in the State of Florida as a foreign profit corporation; and
WHEREAS, Littlejohn's engineering consulting service business has been completely
transitioned to and assumed by S &ME, which includes the continued employment of the
Littlejohn engineering consulting employees, consultants, and project managers; and
WHEREAS, Assignor has entered into an Agreement, dated April 15, 2015, and all
amendments and renewals and/or extensions thereafter, with the Monroe County Board of
County Commissioners, for design and permit services including structural engineering,
architectural design, geotechnical engineering and civil engineering for landside and waterside
structures for the purpose of public outdoor recreation, structures include a one -story
kayak/paddle board rental building, a restroom building on grade, a floating kayak launch,
channel boardwalk with overlook tower, two pavilions, and swimming dock at the Big Pine Key
scenic overlook and swimming hole, which Agreement is incorporated herein by reference
(hereafter the "Original Contract "); and
WHEREAS, Assignor desires to assign and transfer to Assignee all of its rights,
obligations and responsibilities 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 all of the rights, obligations and responsibilities
for the performance of all the services and other matters to be performed under the Original
Contract as of January 1, 2017, 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 and gives its consent to the assignment and
assumption as required by Section 9.3 of the Original Contract;
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
below, the County, Assignor and Assignee agree as follows:
1. Assignment Assignor hereby assigns and transfers to Assignee, its successors
and assigns, all of its rights, obligations and responsibilities and interest in, to and under the
Original Contract, subject to the terms, covenants, agreements, representations and conditions
thereof.
2. Acceptance Assignee accepts the assignment of the Original Contract and agrees
to be bound by all commitments, obligations and responsibilities 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, obligations and
responsibilities, regardless of whether the work had been required to be performed by Assignor
prior to the assignment.
3. Counterparts This Consent 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 Consent Agreement to be duly
executed and effective as of the date above written and retroactively applicable and enforceable
against the parties herein as of January 1, 2017.
LITTLEJOHN ENGINEERING ASSOCIATES, INC. Tax ID: 62- 1526480
( "ASSIGNOR" r )'
By:
Print Name:
Title: Seni
S &ME, INC. Tax ID: 56- 0791580
( "ASSIGNEE ")
By: &Z A
Print N e: Leonard E. A d, Jr.
Title: Vice President
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2
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 Assignor and Assignee.
Effective as of the 15'' day of March, 2017.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
..
Mayor
Date:
Pa"
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MADOK, CLERK
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