HomeMy WebLinkAboutExhibit 2-25-16ACCEPTANCE OF ASSIGNMENT
This agreement ("Acceptance of Assignment") is entered into , 2016,
but effective as of March 11, 2015, between the City of Miami, a municipal corporation of the
State of Florida ("City") and American Towing of Miami, LLC.
RECITALS
WHEREAS, Southwest Transport, Inc., d/b/a Westbrook Motors, Inc., and the City of Miami
("City") entered into a City of Miami Towing/Wrecker Agreement ("Agreement") on or about July
13, 2006 to provide such services; and
WHEREAS, pursuant to Resolution No. 07-0335, adopted on June 14, 2007, Southwest
Transport, Inc., d/b/a Westbrook Motors, Inc., ("Southwest") was awarded a contract under
Request for Qualifications No. 04-05-054R ("RFQ"); and
WHEREAS, on October 22, 2008, Southwest Transport, Inc., d/b/a Westbrook Motors, Inc.,
changed its name to Southwest Transport, Inc., d/b/a Southland the Towing Company; and
WHEREAS, both the RFQ and the Agreement contained no assignment and no delegability
provisions stating that the Agreement shall not be transferred, conveyed, disposed of, assigned
or delegated without the City's prior written consent; and
WHEREAS, on or about March 11, 2015, the trade name Southland the Towing Company
was conveyed pursuant to an Agreement for Purchase and Sale of Assets without the prior
written consent of the City; and
WHEREAS, on or about August 3, 2015, said Agreement for Purchase and Sale of Assets,
a copy of which is included in the agenda packet for this item, was assigned, transferred, and
conveyed to American Towing of Miami, LLC.;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
TERMS:
1. RECITALS: The recitals herein are true and correct and are hereby incorporated into
and made a part of this Acceptance of Assignment.
2. CITY'S CONSENT: The City hereby acknowledges and consents to the assignment of
the Agreement between the City and Southwest to American Towing of Miami, LLC. for the
provision of towing services contingent upon:
(1) American Towing of Miami, LLC's compliance with all requirements set forth in
the Agreement; and
(2) American Towing of Miami, LLC's compliance with Chapter 42, Article V, of the
Code of the City of Miami, Florida, as amended; and
(3)
proof of execution of an assignment between Southland and American Towing of
Miami, LLC, in a form acceptable to the City Attorney, which is attached hereto
and incorporated by reference as Attachment A; and
(4) execution of this Acceptance of Assignment.
3. AMERICAN TOWING OF MIAMI, LLC'S ACCEPTANCE: By execution of this
Acceptance of Assignment, American Towing of Miami, LLC agrees to the terms, conditions and
provisions contained in the Agreement and contained herein
4. NOTICES: All notices or other communications required under this Agreement shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other party at the address indicated herein or to such other
address as a party may designate by notice given as herein provided. Notice shall be deemed
given on the day on which personally delivered; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
To American Towing of Miami,
LLC
Ernesto Socorro
American Towing of Miami, LLC.
2246 NW 25th Avenue
Miami, Florida 33142
To the City
Daniel Alfonso, City Manager
City of Miami
3500 Pan American Drive
Miami, FL 33133
With copies to:
Victoria Mendez, City Attorney
City of Miami
444 SW 2nd Avenue, Suite 945
Miami, Florida 33130
Annie Perez, CPPO,
Director of Procurement
444 SW 2nd Avenue, 6th Floor
Miami, FL 33130
5. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically
changed herein, and any amendment or addendum thereto, shall remain in full force and effect
through the extended term.
2
IN WITNESS WHEREOF, the provider hereto have caused this instrument to be executed by
their respective officials thereunto duly authorized, this the day and year above written.
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Todd B. Hannon, City Clerk Daniel J. Alfonso, City Manager
"Provider"
ATTEST: American Towing of Miami, LLC.
a Florida limited liability corporation
Print Name:
Title:
By:
Print Name: Ernesto Socorro
Title: Owner
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Victoria Mendez
City Attorney
Resolution:
Ann -Marie Sharpe, Director
Risk Management
3
Attachment A
Proof of assignment from
Southwest Transport Inc. d/b/a Southland the Towing Company
to American Towing of Miami, LLC.
4
ASSIGNMENT
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
1, ERNESTO SOCORRO, individually, hereby assign, transfer and convey the attached
Agreement For Purchase And Sale Of Assets, executed on March 11, 2015, to American Towing
of Miami, LLC, a Florida limited liability corporation,
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
}
}
BEFORE ME, the undersign,ed authority, on this day of 120J5, personally
appeared ERNESTO SOCORRO p4 who are personally known to me or [ 1 who produced the
following as identification, and who, after being
duly sworn, acknowledged and declared before me, under oath and penalty ofperjuiy, that the
facts contained in this document are true and correct, based upon his personal knowledge,
NOTARY PU13JTC, STATE OF:PLORIDA
My Commission Expires:
VERONICA RODRIGUEZ
0 MY COMMtSSION #FP136439
EXPIRES: OCT 20, 2018
Bonded through lst State InStifenCe
ite; Southland The Towing Company
The Parties agree to enter into and execute an Asset Purchase Agree Yxa ent containing the
tens and conditions and substantially in the foram of the Asset Purchase Agreement which is
attached. In consideration of the foregoing, Ernesto Socorro (Buyer) has tendered the sum of Ten
Thousand Dollars (S10,000.00) and Roberto J. Muriedas (Seller) acknowledged receipt of said
aiIn.
DATED THIS (k. DAY DP MAR H, 2015.
SELLER;
BUYER;
AGREEMENT
FOR
PURCHASE AND SALE OF ASSETS
This Agreement entered into this 1' clay of March, 2015, by and between ROBERTO J.
MURIEDAS (SELLER), and ERNESTO SOCORRO or assigns (BUYER), WITNESSETH:
Whereas, SELLER, owns and operates a towing service under the name of "Southland The
Towing Company" presently located at 2246 NW 25'1' Avenue, Miami, Florida 33142, (the
BUSINESS), and desires to sell all rights, title, and interest in and to the BUSINESS and all tangible
and intangible assets thereof, including all goodwill, licenses, permits, leasehold interest, leasehold
improvements, equipment, furniture, fixtures, and inventory.
Whereas, BUYER is willing to purchase all rights, title, and interest in and to the BUSINESS
and all tangible and intangible assets thereof, on the terms and conditions hereinafter provided.
NOW THEREFORE, in consideration of the mutual covenants and representations contained
herein, the parties agree as follows:
1. SALE OF BUSINESS & ASSETS: SELLER shall sell and BUYER shall purchase, ftee
and clear from any and all liabilities and encumbrances, all rights, title, and interest in and to the
BUSINESS and all tangible and intangible assets thereof, including al goodwill, existing signs,
licenses, permits, leasehold interest, leasehold improvements, equipment, furniture, fixtures, and
inventory, as more fully described on Exhibit "A," attached hereto and made a part of this agreement.
2. TRADE NAME: SELLER is conveying and granting BUYER the absolute, exclusiv ,
and irrevocable right to the trade name "Southland The Towing Company," and/or any and all
variations or combinations thereof in connection with the operation of a motor vehicle towing or
transport business. SELLER shall not use the trade name "Southland The Towing Company," and/or
any variation or combination thereof in connection with airy operaticm involving the towing or
transportation of Motor vehicles, SELLER shall execute and deliver any and all documents which may
he required or necessary for BUYER to transfer ownership and registration of the trade name to
BUYER's name, and any documents necessary or deemed necessary to prevent its use by anyone
individual or entity other than BUYER,
3, PURCHASE PRICE: BUYER ,shall pay to SELLER a total sum of
for the transfer of all rights, title, and interest in and to all of the BUS
assets thereof
ffb
NE S and all
4, TERMS OF PAYMENT: BUYER shall pay the purchase price which is set forth in
Section 3 of this Agreement, as follows:
BUYER SELLER
Page 1 of 12
Roberto J Muriedas / Ernesto Socorro
5, ADJUSTMENTS AT CLOSING: RENT, UTILITY, AND TAXES: Rent, telephone
charges, utility charges, and taxes shall be prorated at time of Closing. SELLER_ shall be respenselbte
for all rent, telephone charges, utility charges, and Municipal, County, State, and Federal taxes up to
date of Closing, Any necessary adjustments and prorations will be prorated against the cash to close.
6. TAXES: SELLER shall pay all sales, transfer, income, property and employment taxes
due up to the date of Closing, including all Municipal, County, State, or Federal taxes arising out of the
sale and transfer of the BUSINESS and assets thereof
7. TAX CERTIFICATE(S): SELLER shall provide BUYER with proper certificates from
all relevant taxing authorities evidencing that all taxes due for or as a consequence of the operation and
transfer of the BUSINESS have been paid
8, NOTICE. TO DEPARTMENT OF REVENUE: SELLER agrees to comply with all
requirements of Florida Statutes, including providing notice to the Florida Department of Revenue of
the proposed transfer of assets, and obtaining a clearance certificate, so that BUYER shall in no way be
liable for SELLER's sales tax liabilities, if any.
9, CLOSING: Unless SELLER and BUYER mutually agree otherwise, the transaction
contemplated by this Agreement shall be closed on or before thirty (30) working days alter the date
upon which SELLER delivers all the required lists to BUYER, at the offices of SELLER's attorney.
10. ASSUMPTION OF LIABILITIES: BUYER does not assume and shall not be liable for
any claim against, or obligation or liability of SELLER or of the BUSINESS.
1 I LICENSES AND PERMITS: SELLER wan -ants and represents that:
A. SELLER is currently the holder of the licenses and Pelt tits listed on and copies
of which appear as composite Exhibit "B" to this Agreement.
B. All of the licenses and permits appearing on Exhibit 13" are all in good
standing.
C. SELLER is not on notice or aware of any matter which will constitute a violation 7
or subject the referenced licenses and permits to cancellation or penalties of any kind,
D. SELLER shall assign, transfer, and convey all licenses and permits pertaining to,
or held by the BUSINESS, if pennitted by applicable laws and regulations,
E. SELLER shall execute and deliver all forms and documents which are deemed
necessary to transfer all licenses and permits to the BUYER, and shall unconditionally assist and
'BUYER SELLER
Page 2 of 12
Roberto J Muriedas / Ernesto Socorro
cooperate with BUYER in undertaking and accomplishing the process oftransferring all existing
licenses and pennits,
F, This Agreementis subject to and contingent upon SELLER having or BUYER
obtaining the transfer of all necessary licenses and permits for the operation of the BUSINESS;
including any and all occupational, fire, and pollution or enviromnental licenses, permits, or certificates
required by any Department, Board, Commission, or Agency of the Municipal, County, State, and
Federal Governments. It is specifically understood that this Agreementis subject to and contingent
npon BUYER obtaining the transfer of all necessary licenses and permits for the operation of the
BUSINESS.
1'2, EQUIPMENT, FURNITURE, AND FIXTURES: All equipment, furniture, and fixtures
enumerated in Exhibit "C" shall be in good repair and working condition at the time of Closing. 0
13. BUSINESS PREMISES AND IMPROVEMENTS: The BUSINESS premises and all
leasehold improvements, including but not limited to, all signs, all electrical and plumbing
installations, appliances or fixtures, shall be in good repair and working condition, free of any and all
violations of any Municipal, County, State, or Federal, Ordinance, Law, Cod; Rule or Regulation at
the time of Closing.
14. RISK OF LOSS: SELLER assumes any and all risk of des nietion, loss, or damage
which may result from fire or other casualty up to the time of Closing.
15. WARRANTIES AND REPRESENTATIONS: SELLER warrants and represents that:
A. SELLER owns and has good and marketable title to all of the assets of the
BUSINESS subject to this agreement, free of any security interests, liens, claims, judgments,
encumbrances, and restriction on transfer or assignment.
B. SELLER has not assigned, pledged, encumbered, or transferred any legal,
equitable, or beneficial right or interest in the BUSINESS,
C. SELLER is fully vested and possesses absolute and unrestricted right, pow r,
and authority to sell, assign, convey, and transfer all of the tangible and intatagible assets of the
BUSINESS subject to this agreement, free, and clear of any and all Liens and/or claims of any nature,
D. SELLER has not entered into any other Agreement or granted or assigned any /
right or option to anyone who is not a party to this Agreement (individual or entity) to acquire any ,7
tangible and intangible asset of the BUSINESS, or any right or interest therein.
E.
Conveyance of the tangible and intangible assets of the BUSINESS to BUYER,
Page 3 of 12
AuYER SELLER
Roberto J, tiv riedas / Ernesto Socorro
pursuant to this agreement, will vest unencumbered title to the assets in the BUYER.
F. To the best of SELLER'S knowledge, the conveyance of the tangible and
intangible assets of the BUSINESS, as contetnplatcd by this agreement, will not violate any Federal
Statute or Local Law, Ordinance, Rule, or Regulation,
G. The BUSINESS has been operated in accordance with all applicable Municipal,
County, State, and Federal, Codes, Ordinances, Laws, Rules and Regulations.
H. SELLER. has continuously, in the management and operation of the BUSINESS, v
fully complied with all Laws, Codes, Rules and Regulations of all Federal, State, and Local
governmental entities/agencies.
SELLER has neither actual nor constructive knowledge that the BUSINESS, or
any member, manager, employee, agent, or representative of the BUSINESS has committed or engaged /
in any violation of any Federal, State, or Local Law, Code, Rule, Regulations or Standard of Conduct.
J. The financial books and records of the BUSINESS have been maintained in
accordance with Generally Accepted Accounting Principals, accurately list, reflect, and account for all /
sale, income, expenses, and liabilities of the BUSINESS, and otherwise fairly and accurately reflect the
financial operation and condition of the BUSINESS.
K. The SELLER and the BUSINESS: (I) have complied with all requirements of
any Municipal, County, State, and Federal governmental entity with regard to reporting of all sales and,
income; (2) have properly reported all sales and income to any Municipal, County, State, and Federal
governmental entity; (3) have paid all assessments, taxes, contract or franchise fees to all Municipal,
County, State, and Federal governmental entity, and (4) have fully complied, satisfied, paid, and
otherwise discharged any and all obligations arising out of, or related to the operation and the sales and
incOille of the BUSINESS in connection with any requirement or obligation imposed by any Municipal,
County, State, and Federal law, code, contract, franchise, rule, or regulation, and has paid all taxes.
L. The BUSINESS premises are in compliance with, and here are no violations of
any, building, zoning, fire, sanitation, environmental, or safety, codes, ordinances, laws, rules, and
replations.
M. The BUSINESS has all licenses and permits required by any Department, Board,
Commission, or Agency of the :Municipal, County, State, and 'Federal Governments, and all said
licenses and permits are current and in good standing.
N, The only name used in conjunction with the BUSINESS during the past five
DYER StLL 'R
Page 4 of 12
Roberto Muriedas / Ernesto S'oeorro
years is "Southland The Towing Company."
O. SELLER. has all rights and interests to the trade name "Southland the Towing ,
Company" and has not granted any individual or entity any right or interest in or to the trade name.
P. There are no existing, pending or threatened claims, actions, liens, judgments,
security interest, Or administrative or judicial proceedings against SELLER or the BUSINESS which
may in any manner, now or in the future, affect SELLER's right to convey the assets and BUYER's
right to obtain absolute clear mid naarketable title to all tangible and intangible assets of the
BUSINESS.
0. SELLER has neither actual nor constructive notice or knowledge of any existing,
pending, tiveatened, or potential investigation, audit, litigation, suit, or legal claim (administrative,
civil, criminal) against the BUSINESS, or any member, manager, employee, agent, or representative of
the BUSINESS.
R. Neither SELLER or the BUSINESS is/are subject to any judgment, order, writ,
injunction, prohibition, restriction, or decree of any court or judicial authority, or of any Federal, State,
or Local agency.
S. There are no unpaid taxes or franchise fees of any kind or nature; all taxes and
franchise fees imposed by, or due to any Municipal, County, State, and Federal authority or body are
paid and current, and all reporting and filing requirements imposed by any Municipal, County, State,
and Federal authority or body have been properly complied with and satisfied,
T. SELLER has fully complied with all obligations mid standards imposed by any
provision of Local, County, State, and Federal law relevant to wage and hour, and employment
practices, including, but not limited to, all obligations imposed by the Fair Labor Standard Act,
U. The execution of this Age= erttand the sale and transfer of the tangible and ,11
intangible assets of the BUSINESS have been duly authorized by the directors and shareholders of the
SELLER.
16, SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND COVENANT:
All representations, WalTanties, and covenants contained in this Agreement shall SlirViVC the Closing
and be fully enforceable and constitute an actionable right and claim of BUYER until the date that is
thirty (30) days after the expiration of the applicable statute of limitations under Florida law..
17. BILL OF SALE: SELLER shall prepare and deliver to BUYER, at Closing,a Bill of
Sale, in the form attached as Exhibit 1:)," containing a warranty of title, conveying good and clear title
to all of the assets conveyed pursuant to this agreement. SELLER shall alsoexecute any and all further
# 1a
UYER SELLER
Page 5 of 12
a�
Roberto J, Mztriedas
documents which may be required to carry out this agre
zest° Socorro
1 NO LIEN AFFIDAVIT:- SELLER shall execute and deliver an affidavit attesting to the
absence of claims, judgments, and liens or potential or threatened claims, judgments, and liens at ti
of Closing.
19. INSPECTION: BUYER shall have a period of thirty (30) days to inspect and evaluate
all aspects dale BUSINESS, and conduct all inquires to transfer all existing franchises or
governmental contract held by the BUSINESS, and all licenses and permits. This includes, without
limitation, the following: (1) the right to inspect and evaluate the BUSINESS premise, all leasehold
improvements, fixtures, firniture, and equipment; (2) the right to examine and evaluate the existing
lease for the BUSINESS premises; (3) the right to inspect and determine the status and transferability
of all franchises or governmental contracts, licenses, and permits held by the BUSINESS, or necessary
for the operation of the BUSINESS, and (4) the right to examine all financial books and records of the
BUSINESS, and inquire as to all other matters which BUYER considers material to it purchase of the
assets of the BUSINESS.
20. The twenty (20) day inspection period shalt
date of this Agreement.
.mence to run simultaneous with the
21. If after its inspection, BUYER, at its sole discretion., is unsatisfied with any aspect of the
BUSINESS, upon notification to SELLER by BUYER this Agreetrtentshll be null and void, and the
deposit monies shall be refunded to BUYER.
22. INDEMNIFICATION OF BUYER: SI LLER shall fully and unconditionally defend,
indemnify, and. hold BUYER harmless corn:
A. Any suits, claims, liability and obligation of SELLER, not expressly assumed by
BUYER in writing as part of this Agr.°eement.
B. Any damages, loss, claim:, action, suits, proceeding, judgment, cost, expense,
deficiency, and professional fees connected with, or arising fom, any breach of this Agreement by
SELLER, breach of warranty contained herein, or any material misrepresentation, including any
omission or failure of full and truthful disclosure or any concealment, as to any aspect of this
Agreement or matter contemplated by this .Agreement, or in any document or list delivered to BUYER
in connection with this agreement.
C. From and after the date of this Agreement, SELLER shall defend, indemnify and
hold harmless BUYER, its agents, representatives, successors, and assigns from and against any and all.
claims, losses, diminution in value, liabilities, damages, assessments, judgments, costs, and expenses,
including reasonable attorneys' fees (both those incurred in connection with the defense or prosecution
Page 6 of 12
1
Roberto J. Muriedas / Ernesto Sacorro
of any indernnifiable claim and those incurred in connection with the enforcement of this provision).
"Losses" resulting from, arising out of, in connection with, or related to: (a) any misrepresentation or
bread by SELLER of any representation or warranty made by SELLER in this Agreement; (b) any
claim, suit, or loss pertaining to any matter within the purview of any representation in this Agreement
or made by SELLER; (c) any breach or failure by SELLER to perform timely any term, covenant,
condition, or obligation contained in this Agreement; (d) any claim or liability arising out of, in
connection with, or in any manner related to any financial, managerial, or operational matter of the
BUSINESS prior to the Closing Date, (e) any suit, claim or Losses to the extent such Losses relate to or
arise from SELLER in connection with any facts, circumstances, or events arising out of, existing or
caused therefrom prior to the Closing Date.
D. At time of Closing, SELLER shall execute and deliver an indemnification
agreement substantially in the form appearing on Exhibit "E" to this agreement.
23. COS'TS: Except for BUYER's attorneys fees, and cost associated with the transfer of
all licenses and lease, SELLER shall be responsible for all taxes, fees, and costs relating to or
connected with, the sale of the BUSINESS and assets thereof. BUYER shall he responsible for any fee
or cost for transferring all licenses, permits, and leases,
24, CORPORATE STANDING AND RESOLUTION; SELLER shall furnish to BUYER's
Attorney and BUYER shall furnish to SELLER's Attorney at least five (5) working days prior to
Closing, written proof of its corporate existence from the Secretary of State, or an affidavit attesting In
the fact that SELLER is an individual, At Closing, an officer of the SELLER shall execute an
Affidavit of corporate existence and certified corporate resolution whereby the stockholders of
SELLER acknowledge the sale of the assets of the BUSINESS and agree to be bound by this
agreement, and an officer of the BUYER shall execute an Affidavit of corporate existence and eertified
corporate resolution, whereby the stockholders of BUYER acknowledge the purchase of' the assets of
the BUSINESS and agree to be hound by this agreement, and all required notes and grantees.
23. DEFAULT: If BUYER fails to perform this Agreement, SELLER may elect to declare
a forfeiture and cancellation of this ag,reement, and retain the deposit paid by BUYER as liquidated
damages and full settlement of any claim for BUYER's non-performance or may proceed at law or in
equity, and recover costs and attorney's fees, If SELLER faits to perform this agreement, BUYER may
elect to recover its deposit and declare this Agreementvoid, or sue for specific performance and
&Images, rind recover costs and attorney's fees.
26. COVENANTS CONCERNING COMPETITION: As an essential and material
consideration and inducement for BUYER'' obligations under this Agreement and the purchase and
acquisition of all of SELLER's right and interest in the BUSINESS, SELLER expressly agrees to the
covenants and restrictions on his/its present and future activities as contained in this section.
Page 7 of 12
Roberto J. Mnriedas / Ernesto Socorrq
A. The BUSINESS is engaged in the business of motor vehicle towing, recovery,
and transportation. BUYER is undertaking to acquire all of SELLER's interest in the BUSINESS. The
value of the Sri LER's interest derives from the value of the BUSINESS as a going concern, and
includes proprietary and confidential information pertaining to business model, client/customer
information, employee and staffing information. SELLER is privy to confidential information and
knowledge about the operation and business affairs of the BUSINESS, including business policies,
accounts, procedures, and methods. The nature of the business is such that the relation of its
clients/customers and the BUSINESS's staff must be maintained to preserve the value of BUYER's
acquisition.
B. SELLER is familiar with and possesses the manner, methods, and confidential
information pertaining to the BUSINESS" operation and business, and with identity of, and relevant
information or date about the BUSINESS' suppliers, providers, clients/customers, staff, and business
contacts.
C. SELLER understands and acknowledges that the covenants contained in this 7,
section are required for the fair and reasonable protection of the value of BUYER's acquisition of the
BUSINESS, and that without the limited restrictions on SELI,ER's activities imposed by the
covenants, the BUSINESS and BUYER would suffer irreparable and immeasurable damage,
D. The covenants en the part of SELLER shall be construed as an agreement
independent of any other provision of this Agreement, and the existence of any claim or cause of
action, whether predicated on this Agreement or otherwise, shall not constitute a defense to the _
enforcement BUYER of the covenants.
LLER
rnedfatel
/ 7i,,-
rnyfollowing-th,edateof the Closin T S - \VI not, within the territory comprised of'
i
E, SELLER does e.xpressly covenant and agree t Lu-periort°11hree-(3) year
Monroe, Miami -Dade, Bro warder a firEteaeh-Co.unlel,Ai:eir atly or indectly, for himself/herself,
on behalf' of others, s an individual on his/her own account, or iFfn—diriber,,-shareholder, partner,
directorTaficer, employee, agent, constiltant, advisor, or representative for any parsor business
entity, whether a partnership, business, firm, coiporation, or joint venture;
.i. Contact, solicit, or cause to be contacted or solicited any former or
present client/customer or account of the BUSINESS,
ii, Direct or cause to be directed any promotional or marketing material,
communication, or offer to any former or present client/customer or account of the BUSINESS.
Own, a e, controkpaerate,..or-in-anyinanner.participate in the
ownership, inanagement„crcontrok-olifigage as a sales ofirailZtthrg-representative, sales executive,
or consultant of ,triSibiiSiness which engages in any phase of the *business of the BUSINESS,
S
ER
Roberto ,L Muriedas / Ernesto Socorro
iv, Invest, have, or hold any financial interest in any business which engages
in any phase of the business of the BUSINESS, including providing any financial assistance, capital, or
loan, any such business.
v. Disclose or divulge the identity of any client/customer, or any lists of
clients/customers, pn'ces, costs, or other information or data in any manner or degree learned acquired
or coming to SELLER's knowledge during or because of SELLER,'s membership or participation in the
management of the BUSINESS to any third -party.
vi. In any manner or degree use, cause the use, or facilitate the use of: the
identity of, or information about any client/customer, or any lists of clients/customers; any information
pertaining to, or about prices or pricing and/or costs; the identity of or information about any supplier
or source of supplies and materials; the identity of, or information about any employee, staff, provider,
or contractor, or other information or data in any manner or degree learned, acquired or coming to
SELLER's knowledge during or because of SELLER' s membership or participation in the management
of the BUSINESS.
F. Each restrictive covenant set forth in this section is separate and distinct from
any other restrictive covenant set forth in this section. In the event of the invalidity of any covenant the
remaining obligations shall be deemed independent and divisible. The parties agree that the inclusion
of all of the Counties comprising the territory is reasonable and necessary for the protection of
BUSINESS.
G. SELLER stipulates and agree that the remedy at law (monetary damages) alone
for any actual or threatened breach of die restriction in this section by SELLER are, and would be
inadequate, and that BUYER and the BUSINESS shall be entitled to equitable remedy, in the form of
specific performance and/or injunctive relief, or both, by temporary or permanent injunction or other
appropriate judicial equitable remedy, writ, or order, in addition to any damages which BUYER and
the BUSINESS may legally be entitled to recover. SELLER specifically waives any and all objections
to the entry of an injunction in favor of the BUYER and the BUSINESS. BUYER and die BUSINESS
shall also be entitled to recover reasonable costs and expenses, including professional fees (attorney's,
accountants, or experts), incurred in connection with any action to enforce the teems and condition6 of
restriction in this section of this Agreement.
H. In engaging in the permitted activities, SELLER shall remain prohibited f:Tom
any solieitatibit7direetly-or-indireqtly,. ofanxformenonpreseritrelientedUt-tbraers—Cif' VA-) BrUSINESS,
and from using any confidentiatirtf6frication of the 13USINESS to either promote its service or solicit
clients/customers,--
27. INDUCING EMPLOYEE'S OF' BUSINESS TO LEAVE BUSINESS: Any attempt on
the part of SELLER to induce any officer, employee, agent, representative, contractor, or other staff
Page 9 of 12
i
Roberto J, Mttriedas lErnesto Socorro
person hired, contracted, or retained by the BUSINESS, to leave BUSINESS' employ, or any effort by
SELLER to interfere with the BUSINESS' relationship with others in the employ of the BUSINESS,
would be harmful and damaging to the BUSINESS and materially detrimental to BUYER's interest.
SELLER expressly agrees that for a period of three (3) years after the date of Closing, SELLER shall
not directly or indirectly:
A. Induce or attempt to induce any person in the employ of, or working for the
BUSINESS to quit or terminate his/her employment or relationship with the BUSINESS;
B. Engage in any conduct which is likely to interfere with or disrupt the
BUSINESS' relationship with those in its employ or with whom the BUSINESS contracts; and
C Soicit, entice, take away or employ any person who is in the employ of the
BUSINESS,
SELLER stipulates and agree that the remedy at law (monetary damages) alone for any
actual or threatened breach of the restriction in this section by SELLER are, and would be inadequate,
and that BUYER and the BUSINESS shall be entitled to equitable remedy, in the form of specific
performance and/or injunctive relief, or both, by temporary or permanent injunction or other V
appropriate judicial equitable remedy, writ, or order, in addition to any damages which BUYER and
the BUSINESS may legally be entitled to recover. SELLER specifically waives any and all objections
to the entry of an injunction in favor of the BUYER and the BUSINESS. BUYER and the BUSINESS
shall also be entitled to recover reasonable costs and expenses, including professional fees (attorney's,
accountants, or experts), incurred in connection with any action to enforce the terms and conditions of
restriction in this section of this Agreement.
28. INSURANCE: BUYER shall maintain adequate insurance protecting the BUSINESS /
and assets thereof, and naming SELLER as an additional and loss payee to the extent of SELLER's
interest,
29, FAITHFUL PERFORMANCE OF LEASE: BUYER shall maintain the lease on the
business premises in full force and effect, and shall not permit any default to occur thereunder,
30. GOVERNING LAWS AND CONSTRUCTION: This Agreement and all legal
relationship between the parties shall be construed in accordance with, and governed by the laws of the/
STATE OF FLORIDA, and shall be construed as if drafted by both parties. Venues for any dispute
shall be MIAMI-DADE COUNTY, FLORIDA,
31. BINDING EFFECT: This Agreement shall be binding on and inure to the benefit of the
parties, and their respective heirs, successors and approved assigns
Page 10 of 12
giJYER SELLER
Roberto J. Muriedo .Ernesto Socorro
32. INVALIDITY OF PROVISIONS: The un-enforceability, for any reason, of any tenn,
condition, covenant or provision of this Agreementshall neither limit nor impair the operation,
enforceability or validity of any other terms, conditions, provisions or covenants of this agreement.
33, GOOD FAITH EFFORTS: SELLER and BUYER each covenant to act in good faith,
use their best efforts, and act with due diligence, to comply with the provisions of this agreement.
34, SURVIVAL CLAUSE: All terms, covenants, warranties, conditions contained in this //
Agreement shall survive the Closing.
35, NOTICES: Any notice, comrn,unication, request, approval, or consent, that may be
given or is required to be given under the terms of this agreement, shall be in writing, and shall be sent
certified mail, return receipt requested, to the address for each party shown on the face of this
agreement. Notice given by or to the attorney for either party shall be as effective as if given by 01 to
the party.
36. CAPTIONS: The captions in this Agreementare for convenience and reference only.
These are not intended, in any manner, to define, describe, extend., or limit the scope, intent of this
agreement, or of any of its provisions,
37. MODIFICATION: This Agrocmentmay only be altered, amended or modified by a
written document, executed by both parties with the same formalities as this agreement.
38. ENTIRE AGREEMENT: This Agreement, constitutes the full and complete agreerne
of the parties regarding the subject transaction, except for the note and guaranty securing this
agreement. There are no representations promises or terms which arc not merged into or set forth in
this agreement. This terms and conditions offing Agreement shall survive the Closing.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date set forth
beneath each party signature, Last date signed will be the effective date of this Agreement,
WITNESSES:
BUYER:
Dated: -3 11—
Page 1
WITNESSES:
SELLER:
Page 12 oI` 12
Roberto . , .M crieclas /Ernesto Socorr°o