HomeMy WebLinkAbout05.b.01.a CA Mittauer to CPH Consulting Contract Assignment Final EXECUTIVE SUMMARY
AGENDA ITEM:
Proposed Contract Assignment of Mittauer&Associates, Inc. (M&A)to CPH Consulting, LLC (CPH),
RFQ No. 23/24-A01 Civil and Environmental Engineering Professional Services
Date: July 31, 2025
BACKGROUND:
M&A currently holds a continuing services agreement under RFQ No. 23/24-A01 Civil and
Environmental Engineering Professional Services that was approved by the Board of Supervisors on June
13, 2024.
CCUA received notice that M&A has been acquired by CPH, a larger, full-service architectural and civil
engineering firm. M&A is seeking approval to assign the referenced contract to CPH. The letter of request
is attached, in which CPH agrees to assume all liabilities, duties and obligations of M&A under the
agreement.
M&A has informed staff that the continuity of personnel will be maintained through this transition, and the
acquisition offers the opportunity for increased resources,both of which are beneficial to CCUA.
RECOMMENDATION:
Staff respectfully requests the Board of Supervisors' approval of the contract assignment to CPH
Consulting, LLC, of all rights, title, and interest in and under the RFQ No. 23/24-A01 Civil and
Environmental Engineering Professional Services agreement between Mittauer & Associates, Inc. and
CCUA.
ATTACHMENTS:
Consent to Assignment and Assumption of Obligation
//DP(Author)
//DP,AW,AE(Review)
//PS (Final)
CONSENT TO ASSIGNMENT AND ASSUMPTION OF OBLIGATION
This ASSIGNMENT AND ASSUMPTION OF OBLIGATION is made this day ofJuly,2025,by Mittauer
&Associates, Inc., a Florida Corporation (Assignor); CPH Consulting, LLC, a Delaware Limited Liability
Company(Assignee) and the Clay County Utility Authority(Owner).
In consideration of mutual promises and other good and valuable consideration,the receipt of which
is hereby acknowledged,Assignor hereby assigns and transfers to Assignee,effective March 12,2025,
all of its rights, duties, obligations, and commitments under Assignor's current agreements with the
Owner as follows:
1. Agreement for Continuing Professional Services for Civil and Environmental Professional
Engineering Services dated August 19, 2024, whereby Mittauer & Associates, Inc. agreed to
provide and perform professional services to Clay County Utility Authority on an as needed
basis.
Upon the execution of this Assignment and the Consent of the Owner, the Assignee agrees to be
bound and obligated to complete all services and obligations of the Assignor, under the Agreements
identified above with the Owner in accordance with the terms and conditions of such Agreements.
Assignee further agrees to faithfully perform the duties and obligations of the Assignee in accordance
with the terms and conditions of such Agreement as of March 12, 2025.
The Assignee assumes full responsibility for all the services performed by the Assignor, and for the
Assignor's compliance with all of the terms and conditions set forth in the Agreement, prior to the
date of this Assignment, including but not limited to, the assumption of responsibility for any acts,
errors and omissions of the Assignor prior to the date of this Assignment.Assignee and Assignor agree
to defend, indemnify, and hold the Owner harmless from and against any and all claims, damages,
and causes of action occurring as a result of any act, error, or omission on the part of the Assignor
occurring prior to the date of this Assignment and Assignee after the date of assignment. The
Assignee agrees to perform and complete the services and obligations in accordance with the terms
of the Agreement going forward,and the Assignee acknowledges,accepts, and agrees to comply with
all the terms and conditions set forth in the Agreement.
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IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment and Assumption
of Obligation.
ASSIGNOR Mittauer&Associates, Inc. ASSIGNEE CPH Consulting, LLC
a Florida Corporation a Delaware Limited Liability Company
By: By:
Name: Kellen A. Lindsey, P.E. Name: Nikhel Jinda
Title: Senior Project Director Title: Chief Strategy&Success Officer
CONSENT TO ASSIGNMENT
The undersigned authorized representative of the Owner hereby consents and agrees to the transfer
and assignment of the duties and obligations of the Assignor under the above referenced Agreement
to Assignee effective March 12,2025, in accordance with the terms of the Agreement and as set forth
above. Notwithstanding the absence of an express assignability clause in the Assigned Agreement,
the Owner consents to this assignment by executing this Consent.
Following the effective date of this Assignment,all payments due under the Assigned Agreement shall
be made to the Assignee, unless otherwise agreed in writing by the Owner.
CLAY COUNTY UTILITY AUTHORITY
By:
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