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HomeMy WebLinkAboutLegislation 3-24-16City of Miami Legislation Resolution City Hall' 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 16-00047 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), ACCEPTING THE CONVEYANCE OF THE TRADE NAME SOUTHLAND THE TOWING COMPANY OF MIAMI, LLC, PURSUANT TO THE AGREEMENT FOR PURCHASE AND SALE OF ASSETS DATED ON OR ABOUT MARCH 11, 2015, WHICH TRANSFERS REQUEST FOR QUALIFICATIONS ("RFQ") CONTRACT 04-05-054R; ACCEPTING THE ASSIGNMENT OF THE AGREEMENT FOR PURCHASE AND SALE OF ASSETS DATED ON OR ABOUT AUGUST 3, 2015, FROM SOUTHLAND THE TOWING COMPANY OF MIAMI, LLC TO AMERICAN TOWING OF MIAMI, LLC.; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE AN ACCEPTANCE OF ASSIGNMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH AMERICAN TOWING OF MIAMI, LLC PROVIDING THAT IT HAS ACCEPTED AND WILL FAITHFULLY PERFORM AND COMPLY WITH ALL REQUIREMENTS OF RFQ CONTRACT 04-05-054R. WHEREAS, pursuant to Resolution No. 07-0335, adopted on June 14, 2007, Southwest Transport, Inc., d/b/a Westbrook Motors, Inc., was awarded a contract under Request for Qualifications No. 04-05-054R ("RFQ"); and 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, 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 ("Southland"); and WHEREAS, both the RFQ and the Agreement contained non -assignment and non-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 March 11, 2015, American Towing, Inc. entered into an Asset Purchase Agreement to acquire assets of Southland. A bridge entity, Southland the Towing Company of Miami, LLC ("Southland Miami") was created by American Towing, Inc. on March 16, 2015, for the sole purpose of acquiring and bridging the assets of Southland. All contracts, which were part of the Asset Purchase Agreement, including the City's Towing Contract, which was in the name of Southland, were transferred/assigned to American Towing, Inc. The trade name Southland Miami was conveyed pursuant to an Agreement for Purchase and Sale of Assets without the prior written consent of the City; and WHEREAS, on July 17, 2015, after completing some of the transition process, American Towing of Miami, LLC was created, as a subsidiary entity of American Towing, Inc., to acquire the assets and towing rotation contract for the City from Southland Miami and to finalize the process; and City of Miami Page 1 of 2 File Id: 16-00047 (Version: 2) Printed On: 3/15/2016 File Number: 16-00047 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: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The conveyance of the trade name Southland Miami, pursuant to the Agreement for Purchase and Sale of Assets dated on or about March 11, 2015, which transfers RFQ Contract 04-05-054R, is hereby acknowledged. Section 3. The assignment of the obligations of Southland under the Agreement pursuant to RFQ Contract 04-05-054R, which assigned its obligation to Southland Miami, which assigns the Agreement to American Towing of Miami, LLC, is hereby approved, subject to compliance with this Resolution. Section 4. The City Manager is authorized {1} to sign an Acceptance of Assignment, in substantially the attached form, with American Towing of Miami, LLC that it has accepted and will faithfully perform and comply with all requirements of RFQ Contract 04-05-054R. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2} APPtROVED AS TO FORM AND CORRECTNESS: Vj`f'ORIA NIENDEZ CITY ATTORNEY Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission, City of Miami Page 2 of 2 File Id: 16-00047 (Version: 2) Printed On: 3/15/2016