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