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RESOLUTION NO. 04-Ol~q
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, AUTHORIZING AND APPROVING AN
ASSIGNMENT AND ASSUMPTION AGREEMENT
BETWEEN THE CITY OF BOYNTON BEACH AND
CROSSROADS ENGINEERING & SURVEYING, INC. AND
ERDMAN ANTHONY OF FLORIDA, INC. AND
AUTHORZING THE CITY MANAGER AND CITY CLERK
TO EXECUTE THE AGREEMENT; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, On November 18, 2003, the City Commission approved a two-year
~onsultant Agreement with Crossroads Engineering & Survey, Inc. for Scope C,
nfrastructure Improvements and Repairs; and
WHEREAS, Crossroads Engineering & Survey, Inc. has informed the City that they
lave been acquired by Erdman Anthony of Florida, Inc., thus the need for a Assgnment and
\ssumption Agreement between the parties.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
FHE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
Being true and correct and are hereby made a specific part of this Resolution upon adoption
i~ereof.
Section 2. The City Commission of the City of Boynton Beach, Florida does
tereby authorize and approve the Assignment and Assumption Agreement between the City
,f Boynton Beach and Crossroads Engineering & Surveying, Inc. and Erdman Anthony of
qorida, Inc., said Agreement is attached hereto as Exhibit "A".
Section 3. The City Manager and City Clerk are authorized and directed to
xecute said Agreement.
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Section 4. This Resolution shall become effective immediately upon passage.
PASSED AND ADOPTED this ! day of June, 2004.
CITY OF BOYNTON BEACH, FLORIDA
7orporate Seal)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AN. ASSUMFrION AGREEMENT, dated Jcl.~ [ ,2004 (the
"Assignment"), is made by and among the City of Boynton Beach (the "Assignor"), Crossroads
Engineering & Surveying, Inc. ("Crossroads"), and Erdman Anthony of Florida, Inc. (the
"Assignee").
WHEREAS, Assignee and Crossroads intend to enter into an agreement (the "Purchase
Agreement") whereby Assignee will purchase substantially all of the assets of Crossroads, including,
without limitation, certain contracts of Crossroads; and
WHEREAS, Assignor and Crossroads have entered into that certain Agreemem for General
Consulting and Engineering Services with the City of Boynton Beach contract dated November 18,
2003, Contract No. R03-182, for services as stated in the attached Agreement for Assignor (the
"Services Agreement"), which Services Agreement is attached hereto and made a part hereof as
Exhibit A; and
WHEREAS, pursuant to the Agreement, Crossroads desires to assign to Assignee, and Assignee
desire to assume from Crossroads, the rights and obligations of Crossroads under the Services
Agreement; and
Now, THEREFORE, the parties hereto agree as follows:
1. All of the above recitals are incorporated herein and made a part hereof as if fully
rewritten.
2. Assignor does hereby sell, assign and transfer to Assignee, effective as of the Closing
Date as defmed in the Purchase Agreemem (the "Closing Bate"), all of Crossroad's right, title and
interest, and delegates to Assignee all of the duties of Assignor, under the Services Agreement. This
Assignment shall have no effect until the closing of the Wansactions contemplated under the Purchase
Agreement.
3. Assignee hereby assumes and agrees to perform all of Crossroads obligations and
liabilities under the Services Agreement arising on or after the Closing Date.
4. Nothing in this Assignment shall otherwise affect Crossroads' obligations arising under
the Assignment, including, without limitation, any obligations of indemnification as set forth in the
Purchase Agreement.
[Signatures on next page.]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year
above fu, st written.
ASSIGNOR:
ASSIGNEE:
Em)MAN ANTHONY OF FLORIDA, INC.
By:
Name:
Its:
Name:
Its:
CROSSROADS ENGINEERING & SURVEYING, INC.
Name: Dana 1. Gil~tte:
Its: President
APPROVED AS TO FORM:
CITY ATTORNEY
Sc~ attacb~xi.
Exm~ A
~rvice.~ A~m'eement
The Ci o Bo nton Beach
UTILITIES DEPART,~IENT
124 E. Woolbright Road
Boynton Beach, Florida 33435
OFiTce: (561) 742-6451
FAX: (561) 742-6298
Website:~wv~v. c1. boyn ton 'beach. N. us
Certified Letter # 7000 1670 0004 1982 0786
December 1, 2003
Crossroads Engineering, Inc.
1402 Royal Palm Beach Blvd., Bldg. 500
Royal Palm Beach, FL 33411
Attn: Dana Gillette
Dear Mr. Gillette:
At the City Commission meeting of November 18, 2003, the terms, conditions, and rates of
compensation for services were approved for your firm detailed in the enclosed original Consultant
Agreement for a Two-Year General Consulting and Engineering Contract.
The Consultant Agreement has been partially executed by the City of Boynton Beach with the
signatures of the City Manager and City Attorney. In order to complete the execution, please sign
where indicated and return the original Consultant Agreement to the Utilities Department.
Insurance certificates are also required at this time. Along with the Consultant Agreement, please
submit your Certificate of Professional Liability Insurance that indemnifies your firm against
damages caused by errors and/or omissions (see enclosed City Administrative Policy); and, a
Certificate of Insurance, naming the City of Boynton Beach as additional insured for appropriate
coverages according to Attachment 'A'.
The original documents must be returned by December 12, 2003, to Barbara Conboy, Utilities
Department, 124 E. Woolbright Road, Boynton Beach, FL 33435.
America's Gateway to the Gulfstream
Ifa certified copy of the fully executed Consultant Agreement is required for your records, we will
provide one upon receipt of the documents and your written request.
Thank you for your cooperation and we look forward to working with you and your firm.
Sincerely,
CITY OF BOYNTON BEACH
Barbara Conboy
Manager, Utilities Administration
Attachments (3)
cc: Procurement Services
City Clerk
WRLT