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HomeMy Public PortalAboutAssignment of Contract from EPC to Goodwyn Mills and Cawood 10-25-18CONSENT TO ASSIGNMENT OF CONTRACT City of Tybee Island ("Client") and Ecological Planning Group, LLC, a Georgia limited liability company ("EPG"), have entered into that certain NPDES Phase I MS4 Stormwater Management Plan (SWMP) Revision 2017 dated 05/10/17_, (as amended, the "Contract"). Client has been informed that EPG and Goodwyn, Mills & Cawood, Inc., an Alabama corporation ("GMC") have entered into an Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which EPG has agreed to sell and assign certain of its assets, including the Contract, to GMC. The closing of the sale of assets by EPG to GMC (the "Closing"), including the assignment of the Contract to GMC, was effective as of September 30, 2018. Client hereby consents to EPG's assignment, in accordance with the terms of the Purchase Agreement, of EPG's rights and obligations under the Contract to GMC, all effective as of and subject to the Closing; provided that GMC shall as of the Closing assume all of EPG's obligations under the Contract other than any liabilities or obligations of EPG arising out of or relating to a breach by EPG that occurred prior to the Closing (the "Assumed Obligations"), in accordance with the terms of the Purchase Agreement. Effective as of the Closing and subject to GMC's assumption of the Assumed Obligations, EPG is released from the Assumed Obligations. DATED: e2.5— & Ct , 2018 CLIENT NAME: City of Tybee Island CONSENT TO ASSIGNMENT OF CONTRACT City of Tybee Island ("Client") and Ecological Planning Group, LLC, a Georgia limited liability company ("EPG"), have entered into that certain CIG Grant: Carrying Capacity Study Implementation dated _1/18/2018 , (as amended, the "Contract"). Client has been informed that EPG and Goodwyn, Mills & Cawood, Inc., an Alabama corporation ("GMC") have entered into an Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which EPG has agreed to sell and assign certain of its assets, including the Contract, to GMC. The closing of the sale of assets by EPG to GMC (the "Closing"), including the assignment of the Contract to GMC, was effective as of September 30, 2018. Client hereby consents to EPG's assignment, in accordance with the terms of the Purchase Agreement, of EPG's rights and obligations under the Contract to GMC, all effective as of and subject to the Closing; provided that GMC shall as of the Closing assume all of EPG's obligations under the Contract other than any liabilities or obligations of EPG arising out of or relating to a breach by EPG that occurred prior to the Closing (the "Assumed Obligations"), in accordance with the terms of the Purchase Agreement. Effective as of the Closing and subject to GMC's assumption of the Assumed Obligations, EPG is released from the Assumed Obligations. DATED?s &2C1c , 2018 CLIENT NAME: City of Tybee Island By: Name: Title: - 7 %,i /3't 0._-,--“4,14 CONSENT TO ASSIGNMENT OF CONTRACT City of Tybee Island ("Client") and Ecological Planning Group, LLC, a Georgia limited liability company ("EPG"), have entered into an agreement for NPDES Phase I MS4 Permit compliance , dated 09/05/18 and approved on 09/27/18, (as amended, the "Contract"). Client has been informed that EPG and Goodwyn, Mills & Cawood, Inc., an Alabama corporation ("GMC") have entered into an Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which EPG has agreed to sell and assign certain of its assets, including the Contract, to GMC. The closing of the sale of assets by EPG to GMC (the "Closing"), including the assignment of the Contract to GMC, was effective as of September 30, 2018. Client hereby consents to EPG's assignment, in accordance with the terms of the Purchase Agreement, of EPG's rights and obligations under the Contract to GMC, all effective as of and subject to the Closing; provided that GMC shall as of the Closing assume all of EPG's obligations under the Contract other than any liabilities or obligations of EPG arising out of or relating to a breach by EPG that occurred prior to the Closing (the "Assumed Obligations"), in accordance with the terms of the Purchase Agreement. Effective as of the Closing and subject to GMC's assumption of the Assumed Obligations, EPG is released from the Assumed Obligations. DATED:.2t ® C6. , 2018 CLIENT NAME: City of Tybee Island By: Name: -if-60r( /3K£,1 -2x424 -,3y Title: