Consent to Assignment 12/19/2007
DANNYL KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
January J 7, 2008
TO:
Dent Pierce, Director
Public Works Division
ATTN:
Beth Leto, Assistant Director
Public Works Division
FROM:
Isabel, C. DeSantis, D.C.
At the December 19, 2007 BOCC meeting, the Board granted approval and authorized
execution of an Assigrunent and Assumption Agreement of Contract and Consent of the Monroe
County Board of County Commissioners with Synagro Southeast, Inc, (assignor) and Synagro
South, LLC (assignee) for the operation and maintenance of the sewage treatment plant at the
Plantation Key Government Complex,
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
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 CONTRACTS (this
"Agreement") is made to be effective the 19th day of September 2005, by and between Synagro
Southeast, Inc., a Delaware corporation ("Assignor"), and Synagro South, LLC, formerly known
as Synagro South, Inc., a Delaware limited liability company ("Assignee").
WHEREAS, Synagro Technologies, Inc. is the ultimate parent company of both Assignor
and Assignee and Assignee is the direct parent company of Assignor;
WHEREAS, Assignor has entered into an Agreement, dated November 19, 2003, and
extensions thereafter dated October 20, 2004, November 16, 2005 and November 15, 2006, with
the Momoe County Board of County Commissioners, for the Operation & Maintenance of the
Sewage Treatment Plant Plantation Key Govermnent Complex located at 88820 Overseas
Highway, Monroe County, Plantation Key, Florida, which agreement is incorporated herein by
this reference (the "Contract");
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 Agreement as required by the Contract.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
below, Assignor and Assignee agree as follows:
I. 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. Counterparts. This Agreement may be executed in two counterparts, each of
I
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.
Tax ID: 74-2924511
By: \Y /
Rob~~
President
, '/7-
By: 1(l~ ~
Alvin L. homas
Secretary
Tax ID: 76-0612567
By:
Robert C. Bouc er, Ir.
President
By: ?z/~'/-.~~
Alvin L. Thomas'
Secretary
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. 3: ....,
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Effective as of the 19tday of
December
,2007.
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BOARD OF COUNTY COMMISSIONER~ ~) .::-
OF MONROE COUNTY, FLORIDA ~~.~. '""
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BY. .
Charles "Sonny" McCoy Mayor
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ATTEST: DANNY L. KOlfCAGE, CLERK
B~a.L..Q Q. L9-v)J~
Deputy Clerk
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