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24273
AGREEMENT INFORMATION AGREEMENT NUMBER 24273 NAME/TYPE OF AGREEMENT EMAG DAYTONA HD LLC DBA TEDDY MORSE'S DAYTONA HARLEY-DAVIDSON DESCRIPTION ACCEPTANCE OF ASSIGNMENT & ASSUMPTION OF AGREEMENT/LEASING LAW ENFORCEMENT TRAFFIC MOTORCYCLES/R-17-0198/MATTER I D : 23-318 EFFECTIVE DATE February 22, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/22/2023 DATE RECEIVED FROM ISSUING DEPT. 2/22/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: EMAG Daytona HD LLC dba Teddy Morse's Daytona Department of Procurement Harley-Davidson IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) Acceptance of Assignment and Assumption of Agreement PURPOSE OF ITEM (BRIEF SUMMARY): To execute Acceptance of Assignment and Assumption of Agreement EMAG Daytona HD LLC dba Teddy Morse's Daytona Harley-Davidson COMMISSION APPROVAL DATE: 4/27/17 FILE ID: ENACTMENT NO.:17-0198 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR23060 February 11, 2023 Annie Perez, CPPO EST 109:24:0�5, e� s SIGNATURE: 4^ --r �-, RISK MANAGEMENT February 13, 2023 Ann -Marie Sharpe I 07:29:07 EST,,, SIGNATURE: Froa,& Gow,vy ,—z»5C6318,14, CITY ATTORNEY matter 23-318 February 21, 2023 Victoria 15:1ee3:35 EST SIGNATURE: Z;,DocuS netl .'�, ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER February 22 , 2023 Larry Spring, CPA I 08:07:160ESTy SIGNATURE: bon Sprim ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER February 22, Arthur Noriega V 2023 I 12:53:43.E51, SIGNATURE: air rarity C CITY CLERK February 22, 2023 Todd Hannon 1 15:58:32 EST SIGNATURE: °_,. PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: Acceptance of Assignment and Assumption of Agreement from Rossmeyer Daytona Motorcycles, Inc. dba Bruce Rossmeyer's Daytona Harley-Davidson to EMAG Daytona HD LLC dba Teddy Morse's Daytona Harley-Davidson 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ N/A I] City Manager — Authority level of $ N/A ❑ City Commission — RESOLUTION No. N/A 2. PROCUREMENT METHOD: ❑ RFP/RFQ ❑ IFB ❑ SOLE SOURCE PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. WHAT IS THE SCOPE OF SERVICES? Continuation of motorcycle lease for Police for an additional year to utilize the new 3rd year of factory warranty offered by Harley Davidson, which was not offered with the previous motorcycles under the Agreement 4. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Police 5. IS THE AWARDEE THE INCUMBENT? Yes 6. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? This third year there is a savings of $10 per motorcycle per month from $485.00 to $475.00 7. WHEN DOES THE CURRENT CONTRACT EXPIRE? March 31, 2023 8. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? Approximately $180,420.00 per year 9. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? This was originally approved under Resolution 17-0198 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 IAFI I{SPAT 1 I fp � City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Eduardo Falcon Contact Person Procurement Contracting Manager Title 2/10/2023 Date: Procurement Requesting Client (305) 416-1901 Telephone Legal Service Requested: Matter 23-318: To execute acceptance of assignment and assumption of agreement with EMAG Daytona HD LLC dba Teddy Morse's Daytona Harley-Davidson. Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF AGREEMENT This Acceptance of Asssi�gnment and Assumption of Agreement ("Acceptance of Assignment") is entered into Fe uary 22 , 202 3 , between the City of Miami("City"),a municipal corporation of the State of Florida and EMAG Daytona HD LLC dba Teddy Morse's Daytona Harley-Davidson ("EMAG Daytona"), whose principal address is 2850 S Federal Highway, Delray Beach, FL 33483, a Florida Limited Liability Company ("Provider/ Assignee"). RECITALS WHEREAS, pursuant to Resolution No. 17-0198, adopted on April 27, 2017, the City approved Motorcycle Lease Agreement number 16-17-030 for the provision of Leasing Traffic Law Enforcement Motorcycles ("Agreement"); and WHEREAS, on July 7, 2022, Rossmeyer Daytona Motorcycles, Inc. dba Bruce Rossmeyer's Daytona Harley-Davidson, a Florida Profit Corporation ("Rossmeyer") entered into a dealership purchase with Morse Operations, Inc, ("Morse Operations") a Florida Profit Corporation, who in turn, hereby requested to assign, transfer and set over to EMAG Daytona the obligations of the Agreement; and WHEREAS, EMAG Daytona hereby accepts the foregoing Assignment of Asset Purchase Agreement ("Asset Purchase") and assumes and agrees to undertake all obligations and perform all covenants, duties and responsibilities to be performed by Assignor under the Asset Purchase as to the Assets of the Business; and WHEREAS, The original Agreement, was entered into with Rossmeyer, and the City have a need to document this change; and WHEREAS, EMAG Daytona is proposing that the City's Police Department continue to operate the current motorcycles, to be able to utilize the new 3rd year of factory warranty offered by Harley Davidson, which was not offered with the previous motorcycles under the Agreement; and; WHEREAS, EMAG Daytona is reducing the monthly lease price from Four Hundred eighty -Five Dollars ($485.00), to Four Hundred Seventy -Five Dollars ($475.00), a savings of Ten Dollars ($10.00) for each motorcycle, and additional savings of approximately Fifty Thousand Dollars ($50,000.00) that would be needed to swap out the current Police equipment from the current motorcycles to the new motorcycles; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL TERMS, CONDITIONS, PROMISES, COVENANTS AND OTHER GOOD AND VALUABLE CONSIDERATION OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 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 this Assignment of the Agreement between the City and EMAG Daytona for the for the provision of DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 Leasing Traffic Law Enforcement Motorcycles in accordance with Agreement 16-17-030, contingent upon: (1) EMAG Daytona's compliance with all requirements set forth in the Agreement, , or amendments to the Solicitation, if applicable; (2) Documentation of execution of the Asset Purchase by Morse Operations for the purchase of Rossmeyer, and who in turn, hereby requested to assign, transfer and set over to EMAG Daytona the obligations of the Agreement, submitted in a form acceptable to the City Attorney, and Director of Procurement, which is attached hereto and incorporated by reference as Exhibit A; and (3) Execution of this Acceptance of Assignment. By execution of this Acceptance of Assignment the Provider/ Assignee accepts all terms set forth and affirms their authority as an authorized signatory who can and is binding the Provider/ Assignee to these terms. 3. EMAG DAYTONA'S ACCEPTANCE: By execution of this Acceptance of Assignment, EMAG Daytona agrees to the terms, conditions and provisions contained in the Agreement and contained herein 4. NOTICES: All notices or other communications required under this Acceptance of Assignment 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 Company Name Randy Hoffman, COO EMAG Daytona HD LLC 2850 S Federal Highway Delray Beach, FL 33483 To the City Arthur Noriega V 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. COUNTERPARTS, ELECTRONIC SIGNATURES: This Acceptance of Assignment may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Acceptance 2 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 of Assignment shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Acceptance of Assignment (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Acceptance of Assignment upon request. 6. 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. 3 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 IN WITNESS WHEREOF, the Parties have executed this Acceptance of Assignment, or have caused the same to be executed, as of the date and year first above written. "EMAG Daytona" EMAG Daytona HD LLC dba Teddy Morse's Daytona Harley-Davidson, a Florida Limited Liability Company ATTEST: Randy Hoffman By: By: Randy Hoffman Name: Chief Operating Officer coo Title: c1 /OoccuSSi'gned by: aA v8 l) DocuSigned by: ATTEST: By: s eE By: avfu rhbv �O Todd B. Hannon Arthur Noriega V Randy Hoffman "City" CITY OF MIAMI, a Florida municipal corporation City Clerk City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: [-- DS ,,—DocuSign. Victoria Mendez (Matter 23-318) City Attorney By: Fra 1 Gowv,) ,Anne Marie Sharpe, Director Risk Management DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 Iifg of Aiianti ANMF RRl /, ('I'I'( S heel Ih.,tarmrni [ 116,cl DAM' I.I AI ()NY ( MOTORCYCLE LEASE AGREEMENT BETWEEN CITY OF MIAMI AND ROSSMEYER DAYTONA MOTORCYCLES INC., DIB/A BRUCE ROSSMEYER'S DAYTONA HARLEY-DAVIDSON ADDENDUM a) The provisions of this Addendum shall supersede any and all provisions in any other agreement or understanding between the parties whether oral or in writing and, in the event a provision of this Addendum conflicts with a provision of the Rossmeyer Daytona Motorcycles Inc., D/B/A Bruce Rossmeyer's Daytona Harley-Davidson ("Dealer" or "Lessor") Motorcycle Lease Agreement ("Lease Agreement"), or seeks to eliminate a provision of the Dealer's Lease Agreement, the provisions of this Addendum shall apply. b) All references of the City of Miami as 'The Department" shall be deleted_ The City of Miami shall be referenced as "City" or "Lessee". c) Notwithstanding the provisions of Article No. 6 of the Lease Agreement, entitled "Insurance", the City of Miami is self -insured in accordance and subject to the provisions and limitations as set forth in Section 768.28 of the Florida Statutes. The City of Miami Department of Risk Management will issue its customary letter affirming that it is self -insured if requested in writing by the Lessor. The City reserves the right, at its option, to purchase motorcycle insurance in accordance to Section 768.28 of the Florida Statutes. If the City decides in its discretion to purchase such insurance, the Lessor will be named as an additional insured as its interest may appear. d) The provisions of Article No. 8 of the Lease Agreement, entitled "Indemnification", shall not apply to the City of Miami. e) Add as Article No. 12, "Miscellaneous", the following underlined language: 1. This Lease Agreement contains the entire understanding of the parties. This Lease Agreement may only be amended or modified by an instrument, in writing, executed by both parties. A waiver by Lessor or Lessee, of any right or remedy under this Lease Agreement, on any one occasion, shall not be construed as a bar to any right or remedy, which Lessor or Lessee would otherwise have on any future occasion. If any term or provision of this Lease Agreement, or any application of any such term or provision, is invalid or unenforceable, the remainder of this Lease Agreement, and any other application of such term or provision, will not be affected thereby. Giving of all notices under this Lease Agreement will be sufficient, if mailed by certified mail to a party at its address set forth below, or at such other address DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 as such party may provide, in writing, from time to time. Any such notice mailed to such address, will be effective one (1) day after deposit in the United States mail, duly addressed. with certified mail, postage prepaid. Lessee will promptly notify Lessor of any change in Lessee's address. This Lease Agreement may be executed in multiple counterparts finciudinq facsimile and pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor, will be the original lease for purposes of applicable law. All the representations, warranties, covenants, agreements, and obligations of each party under this Lease Agreement (if more than one), are joint and several. NOTICES: All notices, or other communications required under this Lease 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 LESSOR: TO THE CITY: Bruce Rossmever's Daytona Harley-Davidson Shelly Rossmeyer-Pepe Vice President 1 637 North US Highway 1 Ormond Beach, FL 32174 Daniel J. Alfonso City Manager 444 SW 2nd Avenue, 10'h Floor Miami, Florida 33130 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Procurement Director City of Miami 444 SW 2nd Avenue, 61h Floor Miami, Florida 33130 2. Notwithstanding any other provisions of the Lease Agreement, venue in all proceedings shall be in Miami -Dade County, Florida, the laws of Florida shall apply to interpret the Lease, Agreement, or any Addendums thereto, and the parties agree to the use of this venue and will not object to such venue. In any civil action or other proceedings between the parties, arising out of the Lease Agreement, each party shall bear its own attorney's fees. 3. Notwithstanding any other provisions of the Lease Agreement, the City Manager on behalf of the City of Miami, reserves the right to terminate this Agreement by written notice to the Lessor effective the date specified in the notice should any of the following apply: a) The City determines the Lessor to be in breach of any of the terms and conditions of the Agreement. b) The City Manager has determined that such termination will be in the best interest of the City, to terminate the Agreement for its own convenience, by giving Lessor thirty (30) days written notice in the manner set forth in the Notices Page 2 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 Section above. Other than to pay the lease monthly payments and miscellaneous fees, Identified in Sections 2 and 3 of the Motorcycle Lease Agreement, due through the date of termination. Lessor shall have no other recourse against the City, except to recover such lease payment through the date of cancellation. c) Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability and allocation of appropriate funds which will occur at least once each fiscal year. 4. Lessor hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119. Florida Statutes. and any express exemptions therefrom, and Lessor agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. Lessor's failure or refusal to comply with the provisions of this section shall result in immediate termination of the Lease Agreement by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes, Lessor must comply with the Florida Public Records Laws, specifically Lessor must: 1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. 2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as othenNise provided by law. 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of Lessor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5) All records stored electronically must be provided to the City in a format compatible with the information technology systems of the public agency. 6) Should Lessor determine to dispute any public accessprovision required by Florida Statutes, then Lessor shall do so at its own expense and at no cost to the City. IF THE LESSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LESSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, Via email at PublicRecords anmiamigov.com, or regular email at City of Miami Office of the City Attorney, 444 SW 2nd Avenue, 9th FL, Miami, FL 33130. DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized. "LESSOR" "LESSEE" Rossmeyer Daytona Motorcycles Inc., CITY OF MIAMI, a municipal D/BIA Bruce Rossmeyer's Daytona Harley-Davidson corporation BY: Shelly Ross -yer-Pepe,! ice President' DATE: l'r 5, (-) iATTEST: ; _-r),- -Y-,, C 1,1, ,f Corporate ecretary 1 ,i (Corporate Seal) r STATE OF .k51-- CO[rNrY OFY_D !.P5)$t ATTEST: f ,..t,--C—Tod Hannon, City -Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management APPROVED AS. -TO LEGAL FORM AND CORRECTNESS: ' Victoria Mendez, City Attorney f' Please attach company resolution of Lessor authorizing signatory to sign these Agreements. Page 4 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 The foregoing instrument was acknowledged before me this "L) day of by 61e,( A pSSRte (,It- is personally known to me or who has produced as identification and did take an oath. Sian Print My Commission Expires: NOTARY PUBLIC: STATE OE;-LORIDA at farce (Seal) Page 5 4074 741 IAMMY J. LUCAS _.: ' i Notary Public, State aF Florida is' m My Comm, Expires.July 24, 2617 Commission No. FF 17622 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT NOTICE OF COLLATERAL ASSIGNMENT OF LEASE Cr � vf. 44,44ti %/1/5' Sea N*.f ri ike.- frr, •}r i ,4-4 3.3 / 30 Re: Motor Vehicle Lease Agreement between Rossmeyer Daytona Motorcycles, Inc. (the "Lessor"), as lessor, and you, as lessee (the "Lease') You are hereby notified that the above -referenced Lease and the right to receive all rent or other payments to be made by you thereunder has been collaterally assigned to and is subject to a security interest in favor of SunTrust Bank ("SunTrust") pursuant to the terms and conditions contained in a Loan and Security Agreement dated February i ( , 2016 between Lessor and Sun`1'tust (the "Loan Agreement"). A description of the Lease and the motor vehicle(s) leased thereunder is attached as Exhibit "A" hereto. Upon receipt by you of a notice from SunTrust of default under the Loan Agrccmcnt, you are hereby authorized and directed to thereafter snake all further payments of rent or other amounts due under the Lease to SunTrusl, in the manner and at the place as specified in such notice, until notified otherwise by SunTnist. Until receipt of such notice, you shall continue to make all payments under the Lease as provided in the Lease or instructed by the Lessor. SunTrust shall have the right at any time during the term of the Lease to proceed to exercise any rights which may be available to the lessor thereunder; provided, however, SunTrust is not a substitute lessor and shall not be obligated to do so. At any time upon request from SunTrust, you are hereby authorized and directed to provide an estoppel letter to SunTrust, in such form as may be requested by SunTrust, verifying the status of the Lease and the rent payments thereunder. ROSSMEYER DAYTONA MOTORCYCLES, INC., a Florida corporation t , By:_ Name: S/r y 4o. ru g Ap e_ Title: I!;(e Qc'yfr�e_-4" DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 ACKNOWLEDGMENT BY LESSEE The undersigned, being the lessee under the Lease, does hereby acknowledge receipt of the foregoing Notice of Collateral Assignment of Lease and does hereby agree to comply with the provisions thereof, including, but not limited to, making all rent payments to SunTrust upon receipt of a notice to do so from SunTrust and to provide, upon request therefor, an estoppel letter to SunTrust verifying the status of the Lease (any defaults by either party) and the rent payments due thereunder. The undersigned further agrees to notify SunTrust if Lessor is in default of any of its obligations under the Lease. Dated: Witnesses: � + •20 . (17tY o{ . 1;4 i' FName of Lessee) By Maine: Title: DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 MOTORCYCLE LEASE AGREEMENT This Motorcycle Lease Agreement (The "Lease"), is made this 6th day of January 2017 by and between Rossmeyer Daytona Motorcycles Inc, DBA Bruce Rossmeyer's Daytona Harley-Davidson, 1637 North US Highway 1, Ormond Beach, FL 32174 ("Dealer" or "Lessor"), and the City of Miami, (The "Department" or "Lessee"), whose address is 444 SW 2nd Avenue, Miami, FL 33130 for the lease of police motorcycles (Hereinafter referred to as "the vehicles"), as described in Exhibit "A" attached hereto, for use by the Department's authorized employees in the performance of police -related or law -enforcement duties. The terms and conditions of the Lease are as follows: 1. Term: The term of this Lease shall be forty-eight (48) months commencing on April 1, 2017 and ending on March 31, 2021. At the end of the first two years, February 28, 2019, the Lessor will replace the motorcycles with the newest models available. The transfer of the emergency equipment from the old motorcycles to the new motorcycles would be the responsibility of the Lessee. 2, Payment: Lessee shall make monthly lease payments on or before each month beginning April 1, 2017 to Lessor in the amount of $555,00 for each vehicle, ($500) which includes police emergency equipment ($55) listed in Exhibit A. At the end of the lease the emergency equipment becomes the property of the Lessee, In the event Lessee is subject to budgetary constraints, an alternative payment plan for the lease (i.e. lump -sum payment) can be arranged with Lessor. 3. Miscellaneous Fees: Lessor agrees to pay for all official fees in connection with the certificate of title, registration and license fees and any applicable taxes for each of the lease vehicles, Lessor agrees to waive all charges with respect to freight and dealer prep of the vehicles. 4. Maintenance, Repairs and Operating Expenses: Lessee is responsible for and agrees to pay for all maintenance and repairs to keep the vehicles in good working order and condition and other expenses associated with operating the vehicles. Lessee agrees to service the vehicles according to the manufacturer's recommendations as outlined in the owner's manual for the vehicles, and as requested by the manufacture in any recall campaign. Lessee's use or repair of the vehicles must not invalidate any warranty. DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 5. Use and Subleasing: Lessee agrees that the vehicles (a) will be operated only by authorized licensed drivers employed by Lessee as law -enforcement officers; (b) will be kept free of all fines, liens and encumbrances; (c) will not be used illegally, improperly, for hire, or contrary to the manufacturer's recommendations; and (d) will not be altered, marked or have equipment installed on them without Lessor's consent. 6. Insurance: During the term of the Lease, Lessee must maintain public liability and physical damage insurance on the vehicles that covers both Lessee and Lessor. Lessee agrees that the Department's own liability and personal injury protection insurance will provide primary insurance coverage up to its full policy limits. The Lessor or Dealer will accept written certification that the Lessee is self -insured for general liability and auto liability under Section 768.28 of the Florida Statues. Lessee will provide Lessor with evidence of this insurance. Lessee's insurance policy must provide that Lessor will be notified in writing at least 10 days before the insurance is cancelled or coverage altered and that Lessor, or its representatives, may have full access to any clairrt tile in the event of an insurable loss. In the event of a total loss or destruction of vehicles, Lessee's maximum exposure shall be the Dealer's cost of the vehicle as shown on its books/records. Lessor or Dealer shall provide the Lessee or Department with evidence of insurance as follows: Workers Compensation, General Liability, Automobile Liability, and Errors and Omissions (Professional) Liability. Lessors or Dealers insurance shall apply only when the vehicles are in Dealer's care, custody or control. 7. Notice of Accidents and Cooperation: Lessee agrees to cooperate fully with Lessor and any insurance company in the investigation and defense of any and all claims arising from their possession and use of the vehicles. Lessee will make a complete report to Lessor within 48 hours after any accident, theft or loss involving the vehicles. 8. Indemnification: Lessee agrees to indemnify and hold Lessor, its affiliates, assignees, officers, agents and employees harmless from all losses, liability, damages, injuries, claims, demands and expenses, including attorneys fees, arising out of the use of the vehicles while in the care, custody or control of the Lessee. Lessor agrees to indemnify and hold Lessee, its affiliates, assignees, officers, agents and employees harmless from all losses, liability, damages, injuries, claims, demands, and expenses, including attorneys fees, arising out of the use of the vehicles while in the care, custody or control of the Lessor. Lessee does not waive its right to sovereign immunity under 768.28 of the Florida State Statutes. DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 9. Limitation of Liability: Lessor shall not be liable for any indirect or consequential damages or inconvenience (except for those relating to personal injury) which may result to Lessor from any damages to, or defect in, the vehicles for the time needed to repair or service the vehicles. Monthly lease payments shall continue and not be reduced or delayed during this time. Lessor makes no express warranties covering the vehicles. In particular, Lessor makes no express warranties of vehicle condition, merchantability, durability or fitness for a particular purpose of use covering the vehicle, and Lessor expressly disclaims any such express warranties. 10. Return of the Vehicles: At the end of the Lease the Department must return the vehicles to Lessor in good condition, without damage, excessive wear or use and with all the original equipment installed by the manufacturer. • Vendor will not be responsible for accident or training damage • Tank, fenders, and saddlebags will be free of dents • Chrome edges of floor boards shall not be completely worn down • Clutch and brake levers shall not be bent • W"indshields shall be free of scratches and distortion • Tires must have a minimum of 4/32 tread depth • Service must be up to date as per factory recommendation 11. Parts: Daytona Harley-Davidson has agreed to sell parts to the City of Miami at 20% over cost plus shipping to be used exclusively k)r the purpose of servicing their leased police motorcycles by the City of MMtiami fleet maintenance center owned by Daytona Harley-Davidson. DAYTONA HARLEY-DAVIDSON 40Aec.1 Shelly Rossr_ey -Pepe Signature Vice -President CITY OF MIAMI Title: Print Name DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 EXHIBIT "A" January b, 2017 Lessee's Name: Miami Police Department Model Year: 2017 Model Description: FLHTP, Solid Black in color Number of Units: 25 Vehicle Identification Numbers: 1-25 The following is a list ot`new police emergency equipment to be installed. • Siren amplifier. siren speaker, microphone and all new brackets • Optional saddlebag rails • Performance mufflers with end caps • Programmable rear brake light DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 CITY COMMISiiION, WITH ATTACH... Page 1 of 3 Miami FL Resolution R-17-0198 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5) AFFIRMATIVE VOTE, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S EMERGENCY FINDING, ATTACHED AND INCORPORATED AS ATTACHMENT "A", THAT IT IS MOST ADVANTAGEOUS FOR THE CITY OF MIAMI TO WAIVE THE COMPETITIVE SEALED BIDDING PROCEDURES, PURSUANT TO SECTION 18-90 OF THE CODE OF THE CITY OF MIAMI, FLORIDA; RETROACTIVELY APPROVING TO THE EFFECTIVE DATE OF THE MOTORCYCLE LEASE AGREEMENT ("LEASE"), ATTACHED AND INCORPORATED, THE SELECTION OF ROSSMEYER DAYTONA MOTORCYCLES, INC. DBA BRUCE ROSSMEYER'S DAYTONA HARLEY-DAVIDSON FOR A FORTY-EIGHT (48) MONTH LEASE OF POLICE MOTORCYCLES AT AN ANNUAL ESTIMATED AMOUNT OF ONE HUNDRED SIXTY-SIX THOUSAND FIVE HUNDRED DOLLARS ($166,500.00) FOR THE MIAMI POLICE DEPARTMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS AND MODIFICATIONS TO THE LEASE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY FOR SAID PURPOSE, Information Department: Department of Procurement Category: Other Attachments Agenda Summary and Legislation 2027 Attachment A 2027 Exhibit 2027 Corporate Detail 2027 Back -Up from Law Dept financial Impact Sponsors: $166,500.00 (estimated annual amount) General Account No:As required by Department Body/Legislation WHEREAS, the City of Miami ("City") issued invitation for Bid ("IFB") No. 437315, Leasing of Traffic Law Enforcement Motorcycles, on July 22, 2014; and WHEREAS, pursuant to Resolution No. 14-0389, the City Manager executed a Lease Agreement with Peterson's Harley-Davidson of Miami, LLC ("Peterson's") for the lease of twenty-five (25) Harley-Davidson Motorcycles for the Miami Police Department ("MPD"); and http://n3iamifl.igm2.com/Citizens/Detail_LegiPile.aspx?[D=2(i27&highlightTerms=2027&P... 5/2/2017 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 CITY COMMISSION. WITII ATTACH... Page 2 of 3 WHEREAS, the City was not able to negotiate a favorable agreement regarding the price for the option to renew period with Peterson's; and WHEREAS, the City reached out to two (2) other Harley-Davidson dealers to request quotes for the leasing of motorcycles for the MPD; and WHEREAS, one (1) of the two (2) dealers, Rossmeyer Daytona Motorcycles, Inc. dba Bruce Rossmeyer's Daytona Harley-Davidson ("Rossmeyer"), submitted a quote that would allow the City to perform routine maintenance on the motorcycles and purchase replacement parts at twenty percent (20%) above cost, plus shipping, and WHEREAS, this option, along with the assignment of a dedicated staff person for routine maintenance appointed by the General Services Administration, will help expedite maintenance, shorten downtime/travel time for repairs, and lower overall cost to the City; and WHEREAS, the MPD requires the procurement of twenty-five (25) police motorcycles; and WHEREAS, the City Manager, pursuant to Section 18-90 of the Code of the City of Miami, Florida, as amended ("City Code"), approved a bid waiver for the provision of leasing motorcycles; and WHEREAS, the City entered a forty-eight (48) month Motorcycle Lease Agreement ("Lease") with Rossmeyer; 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. By a four -fifths (4/5ths) affirmative vote, the City Manager's emergency finding, attached and incorporated in Attachment "A", that it is most advantageous for the City to waive the competitive sealed bidding procedures, pursuant to Section 18-90 of the City Code, and retroactively approve to the effective date of the Lease, attached and incorporated, the selection of Rossmeyer Daytona Motorcycles, Inc. dba Bruce Rossmeyer's Daytona Harley-Davidson for a forty-eight (48) month lease of police motorcycles at an annual estimated amount of one hundred sixty-six thousand five hundred dollars ($166,500.00) for the MPD, is ratified, approved, and confirmed. Section 3. The City Manager is further authorized[1] to negotiate and execute all necessary documents, including any amendments and modifications to the Lease, in a form acceptable to the City Attorney, for said purpose. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor[2] [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 City 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. http://nliamifl.igln2.com/Citizens/Detail LegiFile.aspx?ID=2027&highlightTerms=2027&P.. 5/2/2017 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 .r.� F 'trr R Date: 03/27/2017 AGENDA ITEM SUMMARY FORM File ID: #2027 Commission Meeting Date: 04/27/2017 Type: Resolution Subject: Appr. Emergency Procurement - Lease of Police Motorcycles Purpose of Item: Requesting Department: Department of Procurement District Impacted: All It is respectfully recommended that the Miami City Commission adopt the attached resolution, by a four -fifths (4/5ths) affirmative vote, ratifying, confirming and approving the City Manager's written finding of an emergency, waiving competitive sealed bidding procedures and retroactively approving the selection of Rossmeyer Daytona Motorcycles, Inc., DBA Bruce Rossmeyer's Daytona Harley-Davidson (Rossmeyer) for the emergency procurement of a 48 month lease of twenty-five (25) Harley-Davidson model # FLHTP and associated original equipment manufacturer (OEM) parts purchase for the Miami Police Department (Police) at an estimated annual amount of $166,500.00 for the motorcycle lease for Police. The cost of the related parts will be on an as needed basis, and General Administration Services (GSA) will be responsible for these purchases. Background of Item: The City of Miami (City) issued Invitation for Bid (IFB) 437315, Leasing of Traffic Law Enforcement Motorcycles, on July 22, 2014. One responsive and responsible bid was received. Pursuant to Resolution 14-0389, the City Manager executed a Lease Agreement with Peterson's Harley Davidson of Miami, LLC (Peterson's) for the lease of twenty-five (25) Harley Davidson Motorcycles for the City's Police Department, Motorcycle Division (Police). The initial lease period was for twenty-four (24) months, with the option to renew for one (1) additional twenty-four (24) month period. Prior to contract expiration on November 30, 2016, Peterson's was contacted regarding the City's intent to exercise the option to renew. In the company's acknowledgement of the City's intent to exercise the option to renew, Peterson's responded with a request to increase the monthly lease amounts, and to add a mileage cap. Although the IFB and the Lease Agreement did not allow for an escalation of price, in a good faith effort, Peterson's was contacted by the City's Procurement Department (Procurement) to discuss the company's request. On December 20, 2016, after a lengthy discussion regarding Peterson's request, the City was unable to negotiate a favorable agreement regarding the price, for the option to renew period. The City's Police Motorcycle Division is unique; motorcycles are used for police escorts, patrolling, parades, etc., in addition to being the Officer's only mode of transportation. This tends to increase the average mileage, as well as, wear and tear on the motorcycles. Market research was conducted by Procurement staff to source the industry and to locate a comparable contract that was accessible for these services. None of the eight (8) municipalities contacted met the City's needs. Procurement met with General Services Administration (GSA) and Police to explore the possibility of DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 purchasing the motorcycles via the Florida Sheriffs Association contract, with GSA maintaining the motorcycles over the long term. This was not a viable solution, primarily due to the wear and tear of the motorcycles, and currently, GSA does not have enough qualified mechanics to service the motorcycles. In the interim, Procurement reached out to two (2) other Harley Davidson dealers to request quotes for leasing of the motorcycles. One (1) of the two (2) dealers, Bruce Rossmeyer's Harley Davidson (Rossmeyer's) submitted a quote that would allow the City to perform routine maintenance on the motorcycles, and purchase replacement parts at twenty percent (20%) above cost (plus shipping). This option will help to expedite maintenance, shorten downtime/travel time for the repairs, and lower overall cost to the City. As needed, GSA will commit a dedicated staff for routine maintenance. Budget impact Analysis Item is an Expenditure Item is NOT Related to Revenue Item is NOT funded by Homeland Defense/Neighborhood Improvement Bonds Total Fiscal Impact: $166,500.00 (estimated annual amount) General Account No:As required by Department Department of Procurement Office of Management and Budget Office of Management and Budget City Manager's Office City Manager's Office Legislative Division Office of the City Attorney Office of the City Attorney City Commission Reviewed BV Annie Perez Jacques Joseph Christopher M Rose Fernando Casamayor Daniel J Alfonso Valentin J Alvarez Barnaby L. Min Victoria Mendez Todd B. Hannon Department Head Review Budget Analyst Review Budget Review Assistant City Manager Review City Manager Review Legislative Division Review Deputy City Attorney Review Approved Form and Correctness Meeting Completed Completed Completed Completed Completed Completed Completed Completed Pending 03/28/2017 7:55 AM 03/31/2017 7:33 PM 04/04/2017 11:59 AM 04/04/2017 12:15 PM 04/04/2017 3:14 PM 04/14/2017 11:34 AM 04/14/2017 11:44 AM 04/17/2017 1:42 PM 04/27/2017 9:00 AM DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 iMil: lFaaak a as d R 0 . City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 vwvw.miamigov.com File Number: 2027 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5) AFFIRMATIVE VOTE, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S EMERGENCY FINDING, ATTACHED AND INCORPORATED AS ATTACHMENT "A", THAT IT IS MOST ADVANTAGEOUS FOR THE CITY OF MIAMI TO WAIVE THE COMPETITIVE SEALED BIDDING PROCEDURES, PURSUANT TO SECTION 18-90 OF THE CODE OF THE CITY OF MIAMI, FLORIDA; RETROACTIVELY APPROVING TO THE EFFECTIVE DATE OF THE MOTORCYCLE LEASE AGREEMENT ("LEASE"), ATTACHED AND INCORPORATED, THE SELECTION OF ROSSMEYER DAYTONA MOTORCYCLES, INC. DBA BRUCE ROSSMEYER'S DAYTONA HARLEY-DAVIDSON FOR A FORTY- EIGHT (48) MONTH LEASE OF POLICE MOTORCYCLES AT AN ANNUAL ESTIMATED AMOUNT OF ONE HUNDRED SIXTY-SIX THOUSAND FIVE HUNDRED DOLLARS ($166,500.00) FOR THE MIAMI POLICE DEPARTMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS AND MODIFICATIONS TO THE LEASE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY FOR SAID PURPOSE. WHEREAS, the City of Miami ("City") issued Invitation for Bid ("IFB") No. 437315, Leasing of Traffic Law Enforcement Motorcycles, on July 22, 2014; and WHEREAS, pursuant to Resolution No. 14-0389, the City Manager executed a Lease Agreement with Peterson's Harley-Davidson of Miami, LLC ("Peterson's") for the lease of twenty-five (25) Harley-Davidson Motorcycles for the Miami Police Department ("MPD"); and WHEREAS, the City was not able to negotiate a favorable agreement regarding the price for the option to renew period with Peterson's; and WHEREAS, the City reached out to two (2) other Harley-Davidson dealers to request quotes for the leasing of motorcycles for the MPD; and WHEREAS, one (1) of the two (2) dealers, Rossmeyer Daytona Motorcycles, Inc. dba Bruce Rossmeyer's Daytona Harley-Davidson ("Rossmeyer"), submitted a quote that would allow the City to perform routine maintenance on the motorcycles and purchase replacement parts at twenty percent (20%) above cost, plus shipping; and WHEREAS, this option, along with the assignment of a dedicated staff person for routine maintenance appointed by the General Services Administration, will help expedite maintenance, shorten downtime/travel time for repairs, and lower overall cost to the City; and WHEREAS, the MPD requires the procurement of twenty-five (25) police motorcycles; and WHEREAS, the City Manager, pursuant to Section 18-90 of the Code of the City of Miami, Florida, as amended ("City Code"), approved a bid waiver for the provision of leasing motorcycles; and DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 WHEREAS, the City entered a forty-eight (48) month Motorcycle Lease Agreement ("Lease") with Rossmeyer; 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. By a four -fifths (4/5ths) affirmative vote, the City Manager's emergency finding, attached and incorporated in Attachment "A", that it is most advantageous for the City to waive the competitive sealed bidding procedures, pursuant to Section 18-90 of the City Code, and retroactively approve to the effective date of the Lease, attached and incorporated, the selection of Rossmeyer Daytona Motorcycles, Inc. dba Bruce Rossmeyer's Daytona Harley- Davidson for a forty-eight (48) month lease of police motorcycles at an annual estimated amount of one hundred sixty-six thousand five hundred dollars ($166,500.00) for the MPD, is ratified, approved, and confirmed. Section 3. The City Manager is further authorized' to negotiate and execute all necessary documents, including any amendments and modifications to the Lease, in a form acceptable to the City Attorney, for said purpose. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: 1 dez, City ttor 4/17/2017 ' 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 City 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. DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") is made as of July 7, 2022 (the "Effective Date"), by the following parties: "Seller": ROSSMEYER DAYTONA MOTORCYCLES, INC, a Florida corporation d/b/a BRUCE ROSSMEYER'S DAYTONA HARLEY- DAVIDSON ("Rossmeyer"); DESTINATION DAYTONA, LLC, a Florida limited liability company ("DD"); DESTINATION DAYTONA MANAGEMENT, LLC, a Florida limited liability company ("DDM"); DESTINATION DAYTONA III, LLC, a Florida limited liability company ("DDIII," and together with Rossmeyer, DD, and DDM, "Seller"); and "Buyer": MORSE OPERATIONS, INC., a Florida corporation, or its assignee ("Buyer"). RECITALS A. Rossmeyer owns a franchised Harley-Davidson dealership primarily located at 1637 North U.S. Highway 1, Ormond Beach, Volusia County, Florida 32174, and a Harley- Davidson ARO located at 510 Main Street, Daytona Beach, Volusia County, Florida 32116, as further described in this Agreement (collectively, the "Dealership Business"). B. DD: (1) owns and operates a restaurant and bar known by the fictitious name Saints & Sinners Pub and owns associated fixed assets, a 4COP-Class S Liquor License, and inventory; (2) owns a Clarion Inn Hotel franchise, along with hotel equipment, furniture, and other assets; (3) owns the fictitious name Destination Daytona; and (4) owns furniture and event equipment used by DD to host biking and other events (collectively, the "DD Business"); C. DDM operates the Clarion Inn Hotel franchise and owns various hotel equipment and inventories (such as toiletries and food) (the "DDM Business"); D. DDIII owns the hotel furniture in one of the Clarion Inn Hotel's 2 bedroom/2 bathroom units (the "DDIII Business"); E. Seller desires to sell, transfer, assign and deliver to Buyer, and Buyer desires to purchase from Seller, the Assets of the Business (as defined in Section 2.1 below) and DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. SELLER: Rossmeyer Daytona Motorcycles, Inc. a Florida iporation By: Name: Title: € 64 ��- Destination Daytona, LLC, a Florida limted liability company r By:K_ Name: Title: fin Mc J�P Destination Daytona Management, LLC, a Florida limited liability company y' Name: �rz: Title: 1 If Destination Daytona III, LLC, a Florida lira.}ted liability corn By. Name: Title: 0/1 ervylt.L.frtLy 042622a 44 BUYER: levIorse Operations, Inc. A Florida Corporation By: Edward J. Morse, III, Chairman and CEO DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 ASSIGNMENT OF AGREEMENT OF SALE AND PURCHASE FOR VALUE RECEIVED, MORSE OPERATIONS, INC., a Florida corporation ("Assignor") hereby assigns, transfers and sets over to: (a) EMAG DAYTONA HD LLC, a Florida limited liability company ("EMAG Daytona HD"), as that franchised Harley-Davidson dealership primarily located at 1637 North U.S. Highway 1, Ormond Beach, Volusia County, Florida 32174, and a Harley-Davidson ARO located at 510 Main Street, Daytona Beach, Volusia County, Florida 32116, as further described in the Asset Purchase Agreement (collectively, the "Dealership Business"), and (b) EMAG DAYTONA HOTEL LLC, a Florida limited liability company ("EMAG Daytona Hotel") as that franchised operation and those concerning certain assets of the Clarion Inn Hotel franchise associated with Choice Hotels International, Inc., located at 1635 N US Highway 1 Ormond Beach, FL 32174 ("Hotel") the bar operated with the fictitious name Saints & Sinners Pub and the licensed use of the name "Saints & Sinners Pub" all associated fixed assets for a 4COP-Class S Liquor License, and other inventory as described in the Asset Purchase Agreement, ( and together EMAG Daytona Hotel with EMAG Daytona HD, the "Assignee"), all right, title and interest of the Assignor, as Purchaser, under that certain Asset Sale Agreement executed as of July 7, 2022, (the "Contract") entered into between MORSE OPERATIONS, INC., a Florida corporation, as Purchaser, and ROSSMEYER DAYTONA MOTORCYCLES, INC., a Florida corporation, DESTINATION DAYTONA, LLC, a Florida limited liability company, DESTINATION DAYTONA MANAGEMENT, LLC, a Florida limited liability company, and DESTINATION DAYTONA III, LLC, a Florida limited liability company, individually and collectively as Seller, as to the Assets of the Business, respectively. EMAG Daytona HD, by acceptance of this Assignment, assumes and agrees to undertake all obligations and perform all covenants, duties and responsibilities to be performed by Assignor under the Contract as to the Assets of the Business. EMAG Daytona Hotel, by acceptance of this Assignment, assumes and agrees to undertake all obligations and perform all covenants, duties and responsibilities to be performed by Assignor under the Contract as to the Assets of the Business. IN WITNESS WHEREOF, the undersigned has executed this Assignment as of the 1st day of November, 2022. Assignor: MORSE OPERATIONS, INC., a Florida corporation DocuSigned by: By: '9 B@9s4B'6432... Edward J. Morse, III Chief Executive Officer 81827.0015 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 ACCEPTANCE EMAG Daytona HD hereby accepts the foregoing Assignment of Asset Purchase Agreement and assumes and agrees to undertake all obligations and perform all covenants, duties and responsibilities to be performed by Assignor under the Contract as to the Assets of the Business. EMAG Daytona Hotel hereby accepts the foregoing Assignment of Agreement of Sale and Purchase and assumes and agrees to undertake all obligations and perform all covenants, duties and responsibilities to be performed by Assignor under the Contract as to the Assets of the Business. IN WITNESS WHEREOF, the undersigned has executed this Assignment as of the 1st day of November, 2022. Assignee: EMAG Daytona HD LLC, a Florida limited liability company By: MORSE OPERATIONS, INC., a Florida corporation Manager By: DocuSigned by: za gfarkfffse, III Chief Executive Officer EMAG Daytona Hotel LLC, a Florida limited liability company By: MORSE OPERATIONS, INC., a Florida corporation Manager By: —DoccuuSigned by: Ed'v0'NEITiaifse, III Chief Executive Officer 81827.0015 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 '_)P.org Copp D. (Irrf an official L'ait' of Florida wets}te No Filing History DIVISION OF CORPORATIONS Fictitious Name Detail Fictitious Name TEDDY MORSE'S DAYTONA HARLEY DAVIDSON Filing Information Registration Number G22000118787 Status ACTIVE Filed Date 09/20/2022 Expiration Date 12/31/2027 Current Owners 1 County MULTIPLE Total Pages 1 Events Filed NONE FEI/EIN Number NONE Mailing Address 2850 S FEDERAL HIGHWAY DELRAY BEACH, FL 33483 Owner Information EMAG DAYTONA HD LLC 2850 S FEDERAL HIGHWAY DELRAY BEACH, FL 33483 FEI/EIN Number: 92-0363885 Document Number: L22000309622 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 Document Images 09/20/2022 -- Fictitious Name Filing View image in PDF format No Filing History DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 DIVISION OF CORPORATIONS rrrr J wt offiriti ,'turf of I"lori!!tt website Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation MORSE OPERATIONS, INC. Filing Information Document Number 238091 FEI/EIN Number 59-0558323 Date Filed 06/30/1960 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 05/09/2005 Event Effective Date NONE Principal Address 2850 SOUTH FEDERAL HIGHWAY DELRAY BEACH, FL 33483 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 Changed: 02/07/2011 Mailing Address 2850 SOUTH FEDERAL HIGHWAY DELRAY BEACH, FL 33483 Changed: 02/07/2011 Registered Agent Name & Address CORPDIRECTAGENTS, INC 1200 South Pine Island Road MIAMI, FL 33324 Name Changed: 04/14/2015 Address Changed: 04/14/2015 Officer/Director Detail DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 Name & Address Title CHAIRMAN/CEO MORSE, III, EDWARD J. 2850 SOUTH FEDERAL HIGHWAY DELRAY BEACH, FL 33483 Title PRESIDENT/COO COLELLA, CARMELO 2850 SOUTH FEDERAL HIGHWAY DELRAY BEACH, FL 33483 Title ST MACINNES, DENNIS M 2850 SOUTH FEDERAL HIGHWAY DELRAY BEACH, FL 33483 Title EXEC. VP HOFFMAN, RANDY 2850 SOUTH FEDERAL HIGHWAY DELRAY BEACH, FL 33483 Annual Reports Report Year Filed Date 2021 01/12/2021 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 2022 2022 01/20/2022 11/03/2022 Document Images 11/03/2022 -- AMENDED ANNUAL REPORT 01/20/2022 --ANNUAL REPORT 01/12/2021 --ANNUAL REPORT 01/16/2020 --ANNUAL REPORT 01/28/2019 --ANNUAL REPORT 01/26/2018 --ANNUAL REPORT 01/31/2017 --ANNUAL REPORT 02/04/2016 --ANNUAL REPORT 02/06/2015 --ANNUAL REPORT 02/07/2014 --ANNUAL REPORT 01/31/2013 --ANNUAL REPORT 10/11/2012 --ANNUAL REPORT 01/30/2012 --ANNUAL REPORT 02/07/2011 --ANNUAL REPORT 03/23/2010 -- Reg. Agent Change 02/25/2010 --ANNUAL REPORT 01/23/2009 --ANNUAL REPORT 11/10/2008 --ANNUAL REPORT 02/21/2008 --ANNUAL REPORT 02/14/2007 --ANNUAL REPORT 02/28/2006 --ANNUAL REPORT 05/09/2005 --Amendment View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 02/14/2005 --ANNUAL REPORT 12/30/2004 -- Merger 03/02/2004 --ANNUAL REPORT 03/13/2003 --ANNUAL REPORT 03/13/2002 --ANNUAL REPORT 01/22/2001 --ANNUAL REPORT 01/21/2000 --ANNUAL REPORT 03/05/1999 --ANNUAL REPORT 03/23/1998 --ANNUAL REPORT 01/27/1997 --ANNUAL REPORT 03/26/1996 --ANNUAL REPORT 05/18/1995 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 DIVISION OF CORPORATIONS rrrr J wt offiriti ,'turf of I"lori!!tt website Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company EMAG DAYTONA HD LLC Filing Information Document Number L22000309622 FEI/EIN Number NONE Date Filed 07/12/2022 Effective Date 07/11/2022 State FL Status ACTIVE Last Event LC AMENDMENT Event Date Filed 09/12/2022 Event Effective Date NONE Principal Address 2850 S FEDERAL HIGHWAY DELRAY BEACH, FL 33483 DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 Mailing Address 2850 S FEDERAL HIGHWAY DELRAY BEACH, FL 33483 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Authorized Person(s) Detail Name & Address Title MGR MORSE OPERATIONS INC 2850 S FEDERAL HIGHWAY DELRAY BEACH, FL 33483 Title MGR TJM III LLC 2850 S FEDERAL HIGHWAY DELRAY BEACH, FL 33483 Annual Reports No Annual Reports Filed Document Images 09/12/2022 -- LC Amendment View image in PDF format DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 07/12/2022 -- Florida Limited Liability View image in PDF format J Florida Department of State, Division of Corporations DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 A`OROI CERTIFICATE OF GARAGE INSURANCE DATE (MM/DD/YYYY) 12/1 /2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Gallagher PowerSports 235 Highlandia, Suite 200 Baton Rouge LA 70810 CONTACT NAME: PHONE FAX (A/C, No, Ext): 225-292-3515 (A/C, No): 225-292-3893 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Clear Blue Insurance Company Inc. 28860 INSURED EMAG Daytona HD LLC 1637 N US Hwy 1 Ormond Beach FL 32174 INSURERB: Clear Blue Specialty Insurance Company, Inc. 37745 INSURERC: INSURERD: INSURER E : INSURER F : COVERAGES PROD / CUSTOMER ID: EMAGDAY-01 CERTIFICATE #:767492299 REVISION #: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A GARAGE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY NON -OWNED AUTOS USED IN GARAGE BUSINESS BN1222000050500 11/14/2022 11/14/2023 `‘ AUTO ONLY (Ea accident) $ 1,000,000 X OTHER THAN AUTO ONLY EA ACCIDENT $ 1,000,000 AGGREGATE $ 3,000,000 A GARAGE KEEPERS LIABILITY LEGAL LIABILITY DIRECT BASIS BN1222000050500 ///'''►►►0 ( ^ 4 22 11/14/2023 X COMP / LOC OTC PERILISIED LOC $ 1,080,000 $ X X COLLISION LOC LOC $ 1,080,000 X PRIMARY EXCESS $ COMMERCIAL GENERAL LIABILITY OCCUR �� v ///��� ` y� �v) O �� EACH OCCURRENCE $ ETORENTED DAMACLAIMS-MADE PREMISES (Ea occurrence) PREMISES $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC JECT PRODUCTS - COMP/OP AGG $ OTHER: $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE \ B�1722000049100 11/14/2022 11/14/2023 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED X RETENTION $ 10 000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under REMARKS below yJJJ��� q,A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ REMARKS (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is included as Additional Insured with respect to the General Liability, Umbrella Liability and Garage keepers Liability when required by written contract. Waiver of Subrogation applies in favor of the Additional Insured with respect to the General Liability, Umbrella Liability and Garage keepers Liability when required by written contract. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave. Miami FL 33130 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE AggWa4 771 . f - 1 © 2010-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 A`O ORI CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 2/6/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, LLC Creekside Crossing 8 Cadillac Drive Suite 200 Brentwood TN 37027 CONTACT NAME: Sandi Phippin PHONE FAX (A/C No Ext): 615-377-5124 (A/C, No): 615-377-5101 E-MAIL ADDRESS: Sandi_Phippin@ajg.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hartford Fire Insurance Company 19682 INSURED MORSOPE-01 EMAG Daytona HD, LLC Daytona Harley-Davidson dba Teddy Morse's Daytona Harley-Davidson 1637 North US Highway 1 Ormond Beach FL 32174 INSURER B : INSURER C: INSURERD: INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 226035254 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY o .."9' 0 \.\ EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO W ONED SCHEDULED AUTOS NON -OWNED AUTOS ONLY rCOMBINED ^ `/� V SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE O J EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N Nt� J111. ` i S26800 4/1/2022 4/1/2023 X STATUTE MUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 V),,,g. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) A Waiver of subrogation in favor of the holder is included on the Workers Compensation policy. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 From: To: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Falcon. Eduardo; Gandarilla. Aimee; Carbonell, Aileen RE: City of Miami - EMAG Daytona HD Insurance - Liability; City of Miami - EMAG Daytona HD Insurance - Workers Compensation Friday, February 10, 2023 1:52:25 PM image002.pnq imaoe003.Dnq Hello Eddy, The insurance is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, end Transforming our Community" From: Falcon, Eduardo <efalcon@miamigov.com> Sent: Friday, February 10, 2023 1:49 PM To: Gandarilla, Aimee <AGandarilla@miamigov.com>; Carbonell, Aileen <ACarbonell@miamigov.com>; Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: FW: City of Miami - EMAG Daytona HD Insurance - Liability; City of Miami - EMAG Daytona HD Insurance - Workers Compensation Good afternoon Aimee and Aileen; DocuSign Envelope ID: BOAAA357-8F6C-45A7-BAF9-4710FA4A1276 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, EmaC DA*-64., a (company type: Inc., LLC.), desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the gc. 44.21) llbt (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of ,' 4, t-ZZ) (same as identified above) that this company is authorized to enter into the Agreement with the City, and the ( t C) (company officer title) and the C. ram' (company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this " day of ("Contractor") An (State) Company By. , (sign) JWF- Print Name: y , TITLE: (sign) Print Name: A ftAbl C :.3 G� 2023. Olivera, Rosemary From: Gandarilla, Aimee Sent: Wednesday, February 22, 2023 4:11 PM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Cabrera, Paola; Brown, Sadie Subject: Acceptance of Assignment and Assumption of Agreement Harley-Davidson Matter 23-318 Attachments: Acceptance of Assignment and Assumption of Agreement Harley-Davidson Matter 23-318.pdf Good afternoon Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, awe candwrifia Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" 1