HomeMy WebLinkAboutBack-Up DocumentACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT
This Acceptance •f .signment and Assumption of Contract ("Acceptance of Assignment") is
entered into / , 2018, between the City of Miami, a municipal corporation of the
State of Florida (" ity") and Public Safety Supply LLC, a Florida Limited Liability Company
("Provider/ Assignee").
RECITALS
WHEREAS, pursuant to Resolution No. 16-0009, adopted on January 14, 2016, the City
approved a contract pursuant to Invitation for Bid ("IFB") 516388, Municipal Vehicle Equipment
("Contract"). This Contract authorized additional vendors to be added to the contract, and on or
about February 23, 2016, Signal Technology Enterprises, Inc ("Signal Technology") was added
to the contract to provide Federal Signal products; and
WHEREAS, the Contract contained a no assignment provision stating that the Contract shall
not be transferred, conveyed, disposed of, assigned or delegated without the City's prior written
consent; and
WHEREAS, on October 2, 2017, Public Safety Supply, LLC ("PSS"), assumed all assets and
contracts of Signal Technology; and
WHEREAS, on or about December 1, 2017, the City received a request for change of
assignment from PSS, in addition to, a letter from Federal Signal, the manufacturer of the products
advising that the only distributor in the State of Florida for their products is PSS. The agreement
for purchase and sale of assets, is included in the agenda packet for this item, showing this
assignment.
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 Contract between the City and Signal Technology to PSS for the provision of
providing Federal Signal Parts in accordance with IFB 516388, Municipal Vehicle
Equipment, contingent upon:
(1)
PSS's compliance with all requirements set forth in the
Solicitation, and any addendums, or amendments to the Solicitation, if applicable
; and
(2) Documentation of execution of an assignment between Signal Technology
Enterprises, Inc and Public Safety Supply, LLC, submitted in a form acceptable to
the City Attorney, and Director of Procurement , which is attached hereto and
incorporated by reference as Attachment A; and
(3)
Execution of this Acceptance of Assignment. By execution of this Acceptance of
Assignment the Provider/ Assignee accepts ail terms set forth and affirms their
authority as an authorized signatory who can and is binding the Provider /
Assignee to these terms.
3. PUBLIC SAFETY SUPPLY, LLC'S ACCEPTANCE: By execution of this
Acceptance of Assignment, Public Safety Supply, LLC agrees to the terms, conditions and
provisions contained in the Solicitation and contained herein
4. NOTICES: All notices or other communications required under this Contract 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 Public Safety Supply, LLC
Alberto Espinosa
Managing Member
Public Safety Supply, LLC
420 W. 27 Street
Hialeah, Florida 33010
To the City
Emilio T. Gonzalez, Ph.D.,
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 Contract, not specifically changed
herein, and any amendment or addendum thereto, shall remain in full force and effect through the
extended term.
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IN WITNESS WHEREOF, the provider hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized, as of the day and year first above written.
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Todd B. Hannon, City Clerk Emilio T. Gonzalez, Ph.D., City Manager
"Provider"/ Assignee
ATTEST: Public Safety Supply, LLC.
a Florida limited liability corporation
Print Name: Prin erto Espinosa
Title: Title' Managing Member of Provider/Assignee
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Victoria Mendez Ann -Marie Sharpe, Director
City Attorney Risk Management Department
Reviewed and Approved by Assignor SIGNAL 1k,CHNOLOGY ENTERPRISES, INC, who further
acknowledges payment in full and affirms there are no moneys, debts, costs ,or actions due from the City of
Miami under this contract and that it fully releases all of its interests and rights under this contract
SIGNAL TECHNOLOGY ENTERPRISES, INC
420 WEST 27 STREET
HIALEAH, FL 33010
By Y 4I1e-A==
ENr2IQUEZ, MICHAEL
420 west 27 St
MIAMI, FL 33010
Title PRESIDENT
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