ASSIGNMENT AND ASSUMPTION AGREEMENT?. eurofins
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is made effective March 1, 2022 (the "Effective
Date") by and among City of Clearwater ("Client"); Flowers Chemical Laboratories, Inc.
(Assignor" or "FCC); and Eurofins Environment Testing Southeast, LLC d/b/a Eurofins Flowers
("Assignee" or "EETSE").
WHEREAS, Client and FCL entered into an agreement for laboratory analytical services dated
September 3, 2020 (City of Clearwater ITB 43-20) (hereinafter, the "Agreement"); and
WHEREAS, FCL entered into an agreement with EETSE dated February 9, 2022 pursuant to
which EETSE has agreed to purchase the assets of FCL with anticipated closing date of March
1, 2022; and
WHEREAS, FCL now desires to transfer and assign aII of its rights and interests in and to, and
obligations under, the Agreement to Assignee effective as of the Effective Date listed above;
and
WHEREAS, Assignee desires to accept all such rights, interests and obligations as the
assignee and transferee; and
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the
parties to this Assignment and Assumption Agreement, Client, Assignor and Assignee hereby
covenant and agree as follows:
1. Assignment and Assumption. Effective as of the Effective Date, Assignor hereby
transfers and assigns the Agreement to Assignee, and Assignee hereby accepts the
assignment of the Agreement by Assignor and acquires all of the rights, interests and
obligations in and to the Agreement. Assignee hereby assumes the Agreement and
agrees to perform all obligations, duties, liabilities and commitments of the Assignor
under the Agreement, of whatever kind or nature. Client hereby consents to the
assignment of the Agreement to Assignee.
2. No Fee. There shall be no fee payable to or by Assignor, Assignee, or Client with
respect to the assignment of the Agreement.
3. Governing Law. This Assignment Agreement shall be govemed by the laws of the
State of Florida applicable to contracts made and performed in that State without
giving effect to that State's choice of law principles.
4. Counterparts. This Assignment Agreement may be . executed in one or more
counterparts, including electronic counterparts, each of which shall be deemed to be
an original copy of this Assignment Agreement, and all of which, when taken
together, shall be deemed to constitute one and the same agreement. Delivery of
such counterparts by electronic means (in PDF or tiff format) shall be deemed
effective as manual delivery.
[SIGNATURE PAGE FOLLOWS]
tiff eurofins
IN WITNESS WHEREOF, each of the Parties has executed this Assignment and Assumption
Agreement by its respective duly authorized officer as of the Effective Date set forth in the first
paragraph above.
CLIENT:
CITY OF CLEARWATER
Signature
By:
Title:
Date:
ASSIGNOR:
FLOWERS CHEMICAL LABORATORIES, INC.
Signat
By: Jeff Flowe
Title: President
Date: (/
ASSIGNEE:
Eurofins Environment Testing Southeast LLC d/b/a Eurofins Flowers
Signature
By: Alex Montoya
Title: President
Date: 05.17.22
2
EUROFINS ASSIGNMENT AND ASSUMPTION AGREEMENT
CITY OF CLEARWATER, FLORIDA
.6%0:7 ..t<L-e
Jon Jennings
City Manager
Approved as to form:
Attest:
Cil/( 5702,A 7L u, OaJt
Rosemarie Call
City Clerk
Owen Kohler
Lead Assistant City Attorney
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