2017-29701 Reso RESOLUTION NO. 2017-29701
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE ASSIGMENT OF THE
AGREEMENT FOR LIGHT POLES, FIXTURES AND BASES BETWEEN THE
CITY AND HD SUPPLY POWER SOLUTIONS, LTD. (a/k/a ANIXTER POWER
SOLUTIONS, LLC), TO ANIXTER INC., AS THE SUCCESSOR-IN-INTEREST TO
ANIXTER POWER SOLUTIONS, LLC BY MERGER; AND FURTHER
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE
ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT TO
ASSIGNMENT AND ASSUMPTION OF AGREEMENT, SUBSTANTIALLY IN THE
FORM ATTACHED TO THIS RESOLUTION.
WHEREAS, on March 5, 2014, pursuant to Invitation to Bid (ITB) No. 2014-069-SW, the
Mayor and City Commission approved the award of a contract to HD Supply Power Solutions
Ltd., to provide the City with light poles, fixtures and bases; and
WHEREAS, the certification of contract between the City and HD Supply was executed on
March 27, 2014 (the "Agreement"); and
WHEREAS, on January 4, 2016, HD Supply Power Solutions, Ltd., following a name
change to Anixter Power Solutions, LLC, completed a merger transaction with Anixter, Inc.
("Anixter"), with Anixter emerging as the surviving corporate entity and successor-in-interest to
Anixter Power Solutions; and
WHEREAS, pursuant to the Agreement, any assignment or transfer of the Agreement, or
of any interest related thereto, requires the written consent of the Mayor and City Commission;
and
WHEREAS, Anixter seeks the City's consent to the assignment or transfer of the
Agreement to Anixter; and
WHEREAS, the Administration has conducted its due diligence and recommends that the
Mayor and City Commission approve the Assignment and Assumption of the Agreement (the
Assignment), and the Consent to Assignment and Assumption of the Agreement, substantially in
the form attached as Exhibit "A" hereto; and
WHEREAS, pursuant to the Assignment, Anixter will assume all of HD Supply's obligations
and responsibilities under the Agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve the assignment of the Agreement between the City and HD Supply
Power Solutions, Ltd. (a/k/a Anixter Power Solutions, LLC), for Light Poles, Fixtures and Bases
to Anixter Inc., as the successor-in-interest to Anixter Power Solutions, LLC by merger; and
further authorize the Mayor and City Clerk to execute the Assignment and Assumption of
Agreement and Consent to Assignment and Assumption of Agreement, substantially in the form
attached to this Resolution.
PASSED AND AD a D�... , of January, 2017.
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ASSIGNMENT AND ASSUMPTION OF AGREEMENT
AND
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
This Assignment and Assumption of Assignment (the Assignment) is entered into
as of January 4, 2016, by and among the CITY OF MIAMI BEACH (the City), a Florida
municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach,
Florida 33139 (the City); HD SUPPLY POWER SOLUTIONS, LTD. (a/k/a Anixter
Power Solutions, LLC), a Florida corporation, whose principal address is 7584 N.W.
74TH Avenue, Miami, Florida 33166; and ANIXTER INC., a Delaware corporation, whose
principal address is 2301 Patriot Blvd., Glenview, IL. 60026, authorized to do business in
Florida (Anixter).
WITNESSETH:
WHEREAS, on March 5, 2014, pursuant to Invitation to Bid (ITB) No. 2014-069-
SW, the Mayor and City Commission approved the award of a contract to HD Supply
Power Solutions Ltd., to provide the City with light poles, fixtures and bases; and
WHEREAS, the certification of contract between the City and HD Supply was
executed on March 27, 2014 (the "Agreement");
WHEREAS, on January 4, 2016, HD Supply Power Solutions, Ltd., following a
name change to Anixter Power Solutions, LLC, completed a merger transaction with
Anixter, Inc. (Anixter), with Anixter emerging as the surviving corporate entity; and
WHEREAS, Anixter seeks the City's consent to the assignment of the Agreement
from HD Supply to Anixter; and
WHEREAS, pursuant to Section 2.38 of the Agreement, any assignment or
transfer of the Agreement, or of any interest related thereto, requires the written consent
of the Mayor and City Commission; and
WHEREAS, on January 11th, 2017, the Mayor and City Commission adopted
Resolution No. , authorizing the Mayor and City Clerk to execute this
Assignment and Assumption of Agreement, and Consent Assignment and Assumption of
Agreement, approving the assignment of the obligations and responsibilities of HD
Supply under the Agreement to Anixter.
NOW, THEREFORE, the City, HD Supply Power Solutions, Ltd. (a/k/a Anixter
Power Solutions, LLC) and Anixter, for and in consideration of the mutual covenants,
agreements and undertakings herein contained, do by these presents mutually covenant
and agree as follows:
1. The above recitals are true and correct and are incorporated herein as part of this
Assignment.
2. HD Supply (a/k/a Anixter Power Solutions, LLC) hereby assigns and transfers to
Anixter all of its right, title, interest, and obligations in and to the Agreement, which
Agreement is incorporated herein by reference and attached as Exhibit 1 here to.
3. Anixter hereby accepts the assignment of the Agreement and further assumes and
agrees to perform all of the duties and obligations of HD Supply under the
Agreement, and shall be liable for and subject to all terms and conditions to which
HD Supply is subject to under the agreement, including, without limitation, the
completion of all projects and outstanding work HD Supply has with the City.
4. Upon execution of this Assignment and Consent to Assignment and Assumption of
Agreement, and for purposes of interpreting the Agreement, all references to HD
Supply or Consultant, under the agreement, shall hereinafter be deemed to refer to
Anixter.
5. Anixter agrees to honor and maintain all required warranties and responsibilities for
all projects and work previously completed by HD Supply or Anixter Power Solutions
LLC under this Agreement (as of the March 27, 2014 effective date of the
Agreement).
6. Anixter agrees to furnish to the City's Risk Manager, Certificates of Insurance or
endorsements evidencing the insurance coverage as specified in the Agreement.
7. All written notices given to the Consultant under the Agreement shall be addressed
to:
ANIXTER INC
2301 Patriot Boulevard
Glenview, IL. 60026
Attn: Legal Department
Tel: (224) 521-8000
Fax: N/A
Email: cicc anixter.com
8. The Mayor and Commission of the City of Miami Beach, Florida hereby consents to
the assignment of the Agreement from HD Supply Power Solutions Ltd., to Anixter
Inc.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, HD Supply and Anixter have caused this Assignment
and Assumption of Agreement to be executed by their appropriate officials, as of the
date first entered above.
FOR CONSULTANT (ASSIGNOR): HD SUPPLY POWER SOLUTIONS LTD.
(a/k/a ANIXTER POWER SOLUTIONS, LLC)
ATTEST:
By:
Secretary President
Print Name Print Name
Date:
FOR NEW CONSULTANT (ASSIGNEE): ANIXTER INC.
ATTEST:
By:
Secretary President
Print Name Print Name
Date:
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
City's acknowledgement and consent to the Assignment, pursuant to subsection
2.38 of the Agreement, without warranties of any kind whatsoever being made
incident to this Consent or the Assignment.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
Rafael Granado, City Clerk Philip Levine, Mayor
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
Date: an
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City Attorney Data
EXHIBIT 1
AGREEMENT
Resolutions - C7 G
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: January 11, 2017
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE ASSIGNMENT OF THE-
AGREEMENT FOR LIGHT POLES, FIXTURES AND BASES BETWEEN THE
CITY AND HD SUPPLY POWER SOLUTIONS, LTD. (A/K/A ANIXTER POWER
SOLUTIONS, LLC), TO ANIXTER INC., AS THE SUCCESSOR-IN-INTEREST TO
ANIXTER POWER SOLUTIONS, LLC BY MERGER; AND FURTHER
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE
ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT TO
ASSIGNMENT AND ASSUMPTION OF AGREEMENT, SUBSTANTIALLY IN THE
FORM ATTACHED TO THIS RESOLUTION.
RECOMMENDATION
Adopt the Resolution.
•
ANALYSIS
On March 5, 2014, pursuant to Invitation to Bid (ITB) No. 2014-069-SW, the Mayor and City
Commission approved the award of a contract to HD Supply Power Solutions Ltd., to provide
the City with light poles, fixtures and bases. The certification of contract between the City and
HD Supply was executed on March 27, 2014 (th "Agreement").
On January 4, 2016, HD Supply Power Solutions Ltd., following a name change to Anixter
Power Solutions, LLC, completed a merger transaction with Anixter, Inc. ("Anixter"), with Anixter
emerging as the surviving corporate entity and successor-in-interest to Anixter Power Solutions,
LLC.
Pursuant to the agreement, any assignment or transfer of the Agreement, or of any interest
related thereto, requires the written consent of the Mayor and City Commission.
Accordingly, Anixter seeks the City's consent to the assignment or transfer of the Agreement.
Pursuant to the assignment, Anixter will assume all of HD Supply's obligations and
responsibilities under the agreement.
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CONCLUSION
The Administration has conducted its due diligence and recommends that the Mayor and City
Commission approve the Assignment and Assumption of the Agreement (the Assignment), and
the Consent to Assignment and Assumption of the Agreement, substantially in the form
attached.
FINANCIAL INFORMATION
All expenditures shall be based on approved and available funding.
Legislative Tracking
Procurement
ATTACHMENTS:
Description
❑ Resolution
❑ Assignment &Assumption of Agreement
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