R09-113
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I RESOLUTION NO. 09- (13
2
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, AND
7 BOYLE ENGINEERING CORPORA TION N/K/A
8 AECOM USA, INC; AUTHORZING THE CITY
l) MANAGER AND CITY CLERK TO EXECUTE THE
10 AGREEMENT; AND PROVIDING AN EFFECTIVE
J 1 DATE.
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13 WHEREAS, On February 19,2008, the City Commission approved rene\\al of a two-
14 year Consultant Agreement with Boyle Engineering Corporation for Scope D, Ancillary
15 Studies and Services; and
16 WHEREAS, Boyle Engineering Corporation. has informed the City that they have
17 been acquired by AECOM USA Inc.. thus the need for an Assignment and Assumption
18 Agreement between the parties;
19 WHEREAS, there are currently no Task Orders executed directly with Boyle
20 Engineering, although the firm is acting as a sub-consultant regarding preliminary design of
21 the Ion Exchange treatment unit at the West Water Treatment Plant.
22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
..,~ THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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24 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
25 being true and correct and are hereby made a specific part of this Resolution upon adoption
26 hereof
27 Section 2. The City Commission of the City of Boynton Beach. Florida does
28 hereby authorize and approve the Assignment and Assumption Agreement between the City
I
I of Boynton Beach and Boyle Engineering Corporation now known as AECOM USA Inc..
2 said Assignment is attached hereto as Exhibit '"A".
3 Section 3. The City Manager and City Clerk are authorized and directed to execute
4 said Assignment and Assumption Agreement.
5 Section 4. This Resolution shall become etTective immediately upon passage.
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6 PASSED AND ADOPTED this ~ day of August, 2009.
7
8 CITY OF BOYNTON BEACH. FLORIDA
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14 Vice Mayor Woodrow L. HaX ;>.-
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17 Commissioner - Ronald Weiland
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7~ ATn:ST: Commissioner - Marlene Ross
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28/ I Janet M. Prainito,CMC
29 I City Clerk
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ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is entered into between Boyle Engineering Corporation. hereinafter
referred to as "Assil:,'11or," and AECOM USA, INC., hereinafter referred to as "Assignee. "
WHEREAS, Assil:,'11or has entered into that certain Agreement for General Consulting and Engineering Services
with the City of Boynton Beach, hereinafter referred to as "Client," dated November 18, 2003, Contract No. R03-
182, hereinafter referred to as "Contract;" and
WHEREAS. Assil:,'11or desires to assign all 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 trom 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.
All other terms and conditions noted in the original Master Agreement remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, this Assignment and Assumption Agreement to the Contract is accepted as of the
date listed below.
CITY OF Bo:10N BEACH BOYLE ENGINEERING CORPORATION
n/k/a AECOM l;SA, Inc.
By: ~2.. ..-- -~
Date: 'tj-(O-O)
._~.- '..To' .'Inc;:~.,C:Y
CITY CLERK'S OFFICE
MEMORANDUM
TO: Barb Conboy
Utilities Manager
FROM: Janet M. Prainito, CMC
City Clerk
DATE: August 11, 2009
RE: R09-113 Assignment and Assumption Agreement
Attached for your information and use is a copy of the agreement and resolution
mentioned above. Since the agreement has been fully executed, I have retained the
original for Central File.
Please contact me if there are any questions. Thank you.
~Yn. P/L~
Attachments
cc: Central File
S:\CC\WP\AFTER COMMISSION\Departmental Transmittals\2009\Barb Conboy - R09-112.doc
S \CC\WPIAFTER COMMISSION\Departmental Transnllttals\2009\Barb Conboy - R09-113 doc
BOYLE
June 2, 2008
Dear Valued Client:
Subject: AECOM Water
Earlier this year we announced that Boyle Engineering Corporation was acquired by AECOM. As we
become more integrated within the AECOM family, we are looking for ways to better serve our clients. To
that effort, we are pleased to announce that Boyle Engineering Corporation is combining forces with one
of our AECOM sister companies, Metcalf & Eddy (M&E) to form AECOM Water.
Our combined organization will provide you with a more comprehensive suite of services. In addition to
adding technical and management depth in water resources, water, and waste water treatment
capabilities, M&E greatly enhances our ability to offer asset management, program management,
construction management, wet weather, environmental management, design build, energy conservation
and reuse, sustainability, and services related to global climate change.
We will continue to provide you with the dedicated people and high-quality service level you've come to
expect but we've also enhanced the services to our clients with a combined staff of 1,800 engineering,
scientist, and support personnel in locations throughout the U.S. With Boyle and Metcalf & Eddy as one
new company, we provide deeper resources for water treatment from reservoirs to distribution and for
wastewater from the point of entry to the sewer system, to the point of discharge. As a stronger team, we
can now analyze watersheds from a total, holistic standpoint, in addition to pinpointing specific water,
wastewater, and wet weather issues.
For now, we will continue to contract with you as Boyle Engineering Corporation. As we begin to merge
operations with Metcalf & Eddy and add additional companies over time, we anticipate establishing
AECOM Water as a legal corporation you would contract with. Becoming AECOM Water will allow us to
operate as a fully integrated organization able to serve all of your water related needs with the simplest
organization possible, This will also allow for development of a smooth path for integrating future firms
into the AECOM Water family.
We truly appreciate the confidence and trust you have developed with Boyle and look forward to serving
you to an even greater degree than in the past
Yours Sincerely
~ 7)))~
Salvatore D'Angelo, PE
Regional Vice President
Boyle Engineering Corporation
BC1~LE
1501 Quail Street
Newport Beach, CA 92660-2726
TEL: (949)476-3300
FAX: (949)721-7141
www.boyleengineering.com
Peter V. Mazzella, Deputy Director May 8, 2008
Utilities Department {1I)]00.00- 021-000
CITY OF BOYNTON BEACH
124 East Woolbright Road
Boynton Beach, FL 33435
Bovle Em!ineerine Corporation
Dear Mr. MaZL:ella:
This letter is to inform you that Boyle Engineering Corporation ("Boyle") and Metcalf & Eddy
("M&E") are separate and distinct legal entities (corporations). Although they are mvned by a
common parent company, AECOM Technology, the companies have their own board of
{r'.:etors :lT~d. ()ffieers, They do no! share common management team or employees.
If you have any questions, please do not hesitate in giving me a call.
Sincerely,
Boyle Engineering Corporation
~~
David W. Huchel
Secretary
(S fA L)
P\'MAZ/l'lLA II"OXlii' DO(
!,OYLE ENGINEERING CORPORATION
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