R17-0351
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RESOLUTION NO. 17 -035
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, APPROVING AND AUTHORIZING THE
MAYOR TO SIGN A CONSENT TO ASSIGNMENT
BETWEEN THE CITY OF BOYNTON BEACH, LAYNE
HEAVY CIVIL, INC., AND REYCON PARTNERS LLC.;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, On September ?, 2015, the City Commission approved the award of a
construction contract to Layne Heavy Civil, Inc., for the Raw Water Main — Section C project
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Bid No. 049 - 2821- 15 /KTR; and
WHEREAS, the project has reached substantial completion and Layne Heavy Civil,
Inc., is completing the final punch list items; and
WHEREAS, Layne Heavy Civil, Inc., has informed the City that there has been a sale
of the company and that the company will assign to Reynolds Construction, LLC., a wholly
owned subsidiary of Reycon Partners, LLC., and thus the need for a Consent to Assignment
between the parties.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE 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
hereof.
Section 2 , The City Commission of the City of Boynton Beach, Florida does
hereby approve and authorize the Mayor to sign the Consent to Assignment between the City
of Boynton Beach, Layne Heavy Civil, Inc., and Reycon Partners, LLC, a copy of the Consent
C:\ Users \Stanzionet \Appdata \Local \Nlicrosoft \Windows \Temporary Internet
Files\ Content .IF_,5 \TQFSZ5NC \Consent_To Assignment _ Reycon_ Partners _(Layne_Heavy)_- _Reso.Doc
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to Assignment is attached hereto as Exhibit "A ".
Section 3. This Resolution shall become effective immediately upon passage.
PASSED AND ADOPTED this 4 day of April, 2017.
CITY OF BOYNTON BEACH, FLORIDA
Mayor — Steven B. Grant
Vice Mayor — Justin Katz
Commissioner — Mack McCray
Commissioner — Christina L. Romelus
Commissioner — Joe Caselio
VOTE
ATTEST:
�
A. Pyle, C:` %!
Interim City Clerk
(Corporate Seal)
YES NO
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C:\ Users \Stanzionet \Appdata \Local \Microsoft \Windows \Temporary Internet
Files \Content.IE5 \52FYTEOE \Consent To Assignment_Reycon_ Partners _(Layne_Heavy)_- _Reso.Doc
February 23, 2017
To our Valued Layne Heavy Civil Clients:
On February 9, 2017 the Layne Christensen Company announced plans to sell its Heavy Civil
business to a new entity of private investors, including the current Heavy Civil senior
management team. The sale of the company is expected to close within approximately 90 days
of the 9 February public announcement,
We intend to make the transition as seamless as possible for our Clients. You will have the
same project management team, from the Project Superintendent to the President of the
Company. All the terms and conditions of your construction Contract Documents, including
but not limited to cost, completion dates, plans and specifications, warranties, and guarantees
will remain. in effect. The new company will provide Performance and Payment Bonds in the
same amounts and forms as specified in the Contract Documents for your project, and from the
same Sureties.
As a condition of the pending sale, Layne Heavy Civil must assign their current contracts to
the new company. The new company will assume the duties, obligations, responsibilities,
rights and remedies of Layne Heavy Civil under the Assigned Contract. Pursuant to your
Construction Contract Documents, the new company must obtain your written consent prior to
its assignment of your Contract.
Attached is a draft Assignment Agreement for your consideration. In addition, we will provide
Riders with the final. Assignment Agreement ensuring there are no coverage gaps on your
Project Performance and Payment Bonds. Our intent is to complete one of these Agreements
for each of our projects, and to obtain your written consent to assignment prior to the Closing
of the sale of Layne Heavy Civil.
Please review the draft Assigmnent Agreement and notify us within ten days of receipt of this
email of any concerns, questions, or proposed revisions to the draft language. Additionally,
please inform us if the Assignment Agreement will require formal Board approval, and if so,
provide the dates of your upcoming Board Meetings, and the deadlines for adding the final
Assignment Agreement to your Board Meeting agenda.
We appreciate your consideration and facilitation of our pending sale, and look forward to
continuing a successful, long -term relationship with each of you.
Sincerely;"
Lps Archer, PE, DBIA
President
HEAVY CIVIL
4520 N ;t: ;-to Po':d 3/ Orle;.ns, IN 47452 1 Office. G12- 866.3232 [ - 01 2 ,86F,307 5 1 h;yli .c All
CONSENT TO ASSIGNMENT
April 4, 2017
City of Boynton Beach
124 E. Woolbright Rd.
Boynton Beach, Florida 33435
Attention: Colin Groff
Re: Consent to Assignment
Dear Mr. Groff:
Layne Christensen Company, a Delaware corporation ( " Company "), together with Layne
Heavy Civil, Inc., an Indiana corporation, W.L. Hailey & Company, Inc., a Tennessee
corporation, Meadors Construction Co., Inc., a Florida corporation, Reynolds Water Islamorada,
LLC, a Delaware limited liability company, Layne Southwest, Inc., a New Mexico corporation,
and Layne Transport Co., an Indiana corporation, has entered into an Asset Purchase Agreement
( " Agreement ") with Reycon Partners LLC, a Delaware limited liability company ( " Reycon "),
pursuant to which Reycon will purchase the assets that are primarily used in Layne Christensen
Company's heavy civil division (the " Transaction ").
Reycon is owned by Jeffrey Reynolds (who previously owned the heavy civil division
prior to its acquisition by Layne Christensen Company in 2005) and the senior members of
Layne's heavy civil division management team: Leslie F. Archer, Kevin F. Strott, Michael P.
Burton, Kevin D. Shemwell, Wesley L. Self and Elizabeth Smith. As a result, we do not
anticipate that there will be any changes to the personnel that are currently working on your
project. The performance bond for your project will also remain in effect.
The closing of the Transaction is expected to occur on or about April 28, 2017 or as soon
thereafter as all of the conditions to the closing of the Transaction have been satisfied (the
" Closing "). Please be advised that effective as of the Closing, pursuant to the Agreement, the
Company will assign to Reynolds Construction, LLC ( "Reynolds "), a wholly owned subsidiary
of Reycon, Raw Water Main Interconnect — Section "C " , together with any amendments,
addendums, purchase orders, and all other documents incorporated into the heretofore described
contract (collectively, " Assigned Contract "), and Reycon will assume the duties, obligations,
responsibilities, rights and remedies of the Company under the Assigned Contract.
The Company is required, pursuant to the Assigned Contract, to obtain your written
consent prior to its assignment of the Assigned Contract. Lander the Assigned Contract, consent
is not to be unreasonably withheld. The Company requests that you (a) consent to the assignment
and assumption as described above and that you agree that the Transaction will not constitute a
breach of the Assigned Contract, (b) acknowledge that the Company at present is not in default
in its obligations under the Assigned Contract, and (c) agree that the Company will be released
from any further obligation under the Assigned Contract.
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Please execute and return to my attention as soon as possible the enclosed copy of this
letter giving your consent to such assignment and accepting the terms described above, and a copy
by fax to (812) 865 -3075. You will be notified promptly of the occurrence of the Closing. Your
consent shall not be effective, however, unless and until the Closing occurs, and if, for any reason
the Closing does not occur, then you shall have no obligation by reason of this letter.
If you have any questions regarding the foregoing, please do not hesitate to contact me
immediately at (205) 447 -8787. Thank you for giving this your prompt attention.
Very truly yours,
LAYNE HEAVY CIVIL, INC.
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Name: Wesley Self
Title: Vice President
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The undersigned hereby (1) consents to the assignment of the Assigned Contract in connection
with the Transaction and confirms that (a) the Assigned Contract is in full force and effect, (b) no
breach or default under the Assigned Contract is attributable to the Company, and no event of
default, that with or without notice or lapse of time or both, would constitute a default or event of
default on the part of the Company, taking into account the consummation of the Transaction as
of the Closing, has occurred or is continuing under the Assigned Contract, and (c) no additional
consents are required in connection with the assignment of the Assigned Contract in connection
with the Transaction, and (2) agrees that the Company will be released from any further obligation
under the Assigned Contract,
Dated: April // 0 , -2017
City of Boynton Beach
Name:
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