R05-105
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1 RESOLUTION NO. 05- I OS-
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3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, AUTHORIZING AND APPROVING AN
5 ASSIGNMENT AND ASSUMPTION AGREEMENT
6 BETWEEN THE CITY OF BOYNTON BEACH,
7 LAWSON, NOBLE & WEBB, INC., AND ARCADIS G &
8 M, INC., AND AUTHORZING THE CITY MANAGER
9 AND CITY CLERK TO EXECUTE THE AGREEMENT;
10 AND PROVIDING AN EFFECTIVE DATE.
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12 I WHEREAS, On November 18, 2003, the City Commission approved a two-year
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13 Iconsultant Agreement with Lawson, Noble & Webb, Inc., for Scope C, Infrastructure
14 ¡ImProvements and Repairs; and
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15 I WHEREAS, Lawson, Noble & Webb, Inc. has informed the City that they have been
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16 ~quired by Arcadis G & M, Inc., thus the ueed for an Assignment and Assumption
17 ~greement between the parties.
18 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
19 HE CITY OF BOYNTON BEACH, FLORIDA, THAT:
20 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
21 eing true and correct and are hereby made a specific part of this Resolution upon adoption
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23 Section 2. The City Commission of the City of Boynton Beach, Florida does
24 ereby authorize and approve the Assignment and Assumption Agreement between the City
25 fBoynton Beach and Lawson, Noble & Webb, Inc., and Arcadis G & M, said Agreement is
26 ttached hereto as Exhibit "A".
27 Section 3. The City Manager and City Clerk are authorized and directed to
28 xecute said Agreement.
29 Section 4. This Resolution shall become effective immediately upon passage.
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1 PASSED AND ADOPTED this ~ day of June, 2005.
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3 CITY OF BOYNTON BEACH, FLORIDA
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18 Commissioner
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P-. 05 - , 05""
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is entered into between LAWSON,
NOBLE & WEBB, INC, hereinafter "assignor," and ARCADIS G&M, INC., hereinafter
referred to as "Assignee."
WHEREAS, Assignor has entered into a contract for professional services with the City
of Boynton Beach, hereafter the "Client," dated November 18,2003 , hereafter the
"Contract;" and
WHEREAS, Assignee desires to assign the rights and delegate the duties under such
Contract to Assignee; and
WHEREAS, the Contract provide for the written consent of the Client in the event that
the Contract is to be assigned.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, the Assignor and Assignee hereby agree as follows:
1. That the Contract is hereby assigned to the Assignee, and the Assignee shall
assume all further obligations for performance under the Contract and the
Assignee shall have all rights arising under the Contract, including the right to
payments provided hereunder.
2. That the Assignee shall defend and indemnify the Assignor from any claims
arising from the performance of the Assignee in fulfilling the terms of the
Contract, and the Assignor shall defend and indemnify the Assignee from any
claims arising from the performance of the Assignee prior to this assignment.
3. Nothing herein shall modify the terms of the Contract.
4. The Client has hereto provided its consent to the assignment as set forth;
however, this consent shall not release the Assignor from any obligations to
the Client arising under the terms of the Contract.
LAWSON, NOBLE & WEBB, INC.
By ¿ædÙ:~UI"d;fy I C7er-JT
vtCE ~tPaJ.T
CONSENT TO ASSIGNMENT:
By: ~
CLIENT
KURT BRESSNER
CiTY MANAGER
BOYNTON BEACH, FL
APPROVED AS TO FORM:
G:li~.~ ~k1.~ID$'
CITY A ORNEY
CITY CLERK'S OFFICE
MEMORANDUM
TO: Barb Conboy
Utilities Department
FROM: Janet M. Prainito
City Clerk
DATE: June 27, 2005
RE: R05-105 - Assignment & Assumption Agreement with Lawson, Noble &
Webb, Inc. & ARCADIS G&M, Inc.
Attached for your information and files are three copies of the abovementioned
Resolution and agreement that was approved by the City Commission at its regular
meeting on June 21,2005. I have provided three copies so that you can forward copies
of each of the vendors and retain one in your files. If you have any questions or
concerns, please contact me.
Thank you.
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Attachments
c: Central File (w/attachment)
S:\CC\WP\AFTER COMMISSION\Departmental Transmittals\2005\Barb Conboy - Assignment & Assumption Agreement.doc