Assignment & Assumption 02/15/2012 DANNYL. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: March 8, 2012
TO: Maria Z. Fernandez-Gonzalez
Senior Administrator-Benefits
•
FROM: Isabel C. DeSanits, D.C. i(d)i)
At the Board of County Commissioner's meeting held on February 12, 2012, the
following was approved:
Item C6 Assignment and Assumption Agreement of Contract and Consent of
Monroe County Board of County Commissioners between Wells Fargo Third Party
Administrator and HealthSmart Benefit Solutions, Inc.
Enclosed an electronic copy of the above-mentioned for your handling. Should you have
any questions please do not hesitate to contact this office.
cc: County Attorney, via e-mail
Finance, via e-mail
File ti,/
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 1st day of January 2012, by and between Wells Fargo
Third Party Administrators, Inc. ("Assignor"), and HealthSmart Benefit Solutions, Inc.
("Assignee").
WHEREAS, Assignor has entered into an agreement, dated June 15, 2005, and all
amendments and extensions thereafter, with the Monroe County Board of County
Commissioners, for provision of third party administration services for the County's self-insured
health insurance plans, including services during a runout period (the "Contract");
WHEREAS, paragraph 34.3 of the Contract permits the Assignor to assign the Contract
to any third party;
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 assignment.
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 thereunder, and
accepts any liability directly caused by Assignee as a result of Assignee's defective performance
or compliance with such commitments and obligations in the manner provided in the Contract,;
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.
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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.
Wells Fargo Third Party Administrators, Inc.
("ASSIGNOR")
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HealthSmart Benefit Solutions, Inc. =T--
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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.
15th
Effective as of the day of -.Q_({Ana.. Ty 2012.
• :an..� BOARD OF COUNTY COMMISSIONERS
3`°`'', OF MONROE COUNTY,FLORIDA
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';' , 1j,",‘ ; — BY:
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[SEAL] ,�.`f Mayor
Date: a- 5 — \ a--
XTTEST:='DANNY L.KOHLAGE,CLERK
C:qQ Q. QA MO ROE COUNTY ATTORNEY
Deputy Clerk PRQVEUSIPTO�FjfJRM:
CYNTHIA L. HALL
ASSIS ANT COUNTY ATTORNEY
Date 1 -1Sr SZ019-
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