Assignment and Assumption of Agreement with HD Supply Power Solutions, Ltd. 026/7—(2 70
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.01017-62970/ , 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: cict7a 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:
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Print Name Print Name
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Date: la -7 //
FOR NEW CONSULTANT(ASSIGNEE): ANIXTER INC.
ATTEST:
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M- j --•Secretary
Presidefl 5'vp- . T�eCj(
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Print Name Print Name
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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 B ORIDA
ATTEST:
r
By:
R ael Granado, City Clerk Philip ' et a or
i y APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
i-
T
Date:
Ge (3 -IL'
City Attorney Date
RESOLUTION NO.
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 ADOPTED this 11th day of January, 2017.
ATTEST:
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
Rafael E. Granado, City Clerk Philip Levine, Mayo
City Attorney i Z y?r Date
EXHIBIT 1
AGREEMENT
‘,.4D MIAMIBEACH
CITY OF MIAMI BEACH
CERTIFICATION OF CONTRACT
TITLE: Light Poles, Fixtures and Bases
CONTRACT NO.: 2014-069
EFFECTIVE DATE(S): This Contract shall remain in effect for one (1) year from date of
Contract execution by the Mayor and City Clerk, and may be
extended for three (3) additional one (1) year periods.
SUPERSEDES: N/A
CONTRACTOR(S): HD Supply Power Solutions, LTD
ESTIMATED ANNUAL CONTRACT AMOUNT: N/A
A. AUTHORITY - Upon.affirmative action taken by the Mayor and City Commission of the
City of Miami Beach, Florida, on March 5, 2014, for approval to award a contract, upon
execution between the City of Miami Beach, Florida, and Contractor.
B. EFFECT - This Contract is entered into to provide for light poles, fixtures, and bases
pursuant to City Invitation to Bid No. 2014-069 and any addenda thereto (the ITB), and
Contractor's bid in response thereto (this Contract, the ITB, and Contractor's bid in
response thereto may hereinafter collectively be referred to as the "Contract
Documents").
C. ORDERING INSTRUCTIONS - All blanket purchase orders shall be issued in
accordance with the City of Miami Beach Department of Procurement Management
policies and procedures, at the prices indicated, exclusive of all Federal, State and local
taxes. All blanket purchase orders shall show the City of Miami Beach Contract Number
2014-069.
D. CONTRACTOR PERFORMANCE - City of Miami Beach departments shall report any
failure of Contractor's performance (or failure to perform) according to the requirements
of the Contract Documents to City of Miami Beach, Eric Carpenter, Public Works
Director, at 305-673-7080.
E. INSURANCE CERTIFICATE(S) - The Contractor shall file Insurance Certificates, as
required, which must be signed by a Registered Insurance Agent licensed in the State of
Florida, and approved by the City of Miami Beach Risk Manager, prior to delivery of
supplies and/or commencement of any services/work by Contractor. •
F. ASSIGNMENT AND PERFORMANCE - Neither this Contract nor any interest herein
shall be assigned, transferred, or encumbered by Contractor without the prior written
consent of the City. In addition, Contractor shall not subcontract delivery of supplies, or
any portion of work and/or services required by the Contract Documents without the prior
written consent of the City.
1
•
Certification of Contract
Contractor warrants and represents that all persons providing/performing any supplies,
work, and/or services required by the Contract Documents have the knowledge and
skills, either by training, experience, education, or a combination thereof, to adequately
and competently provide/perform same, or services to City's satisfaction, for the agreed
compensation.
Contractor shall provide/perform the supplies, work, and/or services required under the
Contract Documents in a skillful and respectable manner. The quality of the Contractor's
performance and all interim and final product(s) and for work provided to or on behalf of
City shall be comparable to the best local and national standards.
G. SERVICE EXCELLENCE STANDARDS — Excellent Customer Service is the standard of
the City of Miami Beach. As a Contractor of the City, Contractor will be required to
conduct itself in a professional, courteous and ethical manner, and at all times adhere to
the City's Service Excellence standards. Training will be provided by the City's
Organizational Development and Training Specialist.
H. PUBLIC ENTITY CRIMES - In accordance with the Public Crimes Act, Section 287.133,
Florida Statutes, a person or affiliate who is a contractor, consultant or other provider,
who has been placed on the convicted vendor list following a conviction for a public
entity crime may not submit a bid on a contract to provide any goods or services to the
City, may not submit a bid on a contract with the City for the construction or repair of a
public building or public work, may not submit bids on leases of real property to the City,
may not be awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with the City, and may not transact any business with the
City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for •
category two purchases for a period of 36 months from the date of being placed on the
convicted vendor list. Violation of this section by Contractor shall result in cancellation of
the Contract and may result in Contractor debarment.
INDEPENDENT CONTRACTOR - Contractor is an independent contractor under this
•
Contract. Supplies, work, and/or services, provided by Contractor pursuant to the
Contract Documents shall be subject to the supervision of Contractor. In providing such
supplies, work, and/or services, neither Contractor nor its agents shall act as officers,
employees, or agents of the City. This Contract shall not constitute or make the parties
a partnership orjoint'venture. •
J. THIRD PARTY BENEFICIARIES - Neither Contractor nor City intends to directly or
substantially benefit a third party by this Contract and/or the Contract Documents.
Therefore, the parties agree that there are no third party beneficiaries to this Contract
and that no third party shall be entitled to assert a claim against either of them based
upon this Contract and/or the Contract Documents.
The parties expressly acknowledge that it is not their intent to create any rights or
obligations in any third person or entity under this Contract and/or the Contract
Documents. '9
2
Certification of Contract
K. NOTICES - Whenever either party desires to give notice to the other, such notice must
be in writing, sent by certified United States Mail, postage prepaid, return receipt
requested, or by hand-delivery with a request for a written receipt of acknowledgment of
delivery, addressed to the party for whom it is intended at the place last specified. The
place for giving notice shall remain the same as set forth herein until changed in writing
in the manner provided in this section. For the present, the parties designate the
following:
For City:
Alex Denis, Procurement Director
City of Miami Beach
Department of Procurement Management
1700 Convention Center Drive
Miami Beach, Florida 33139
With copies to:
City Clerk
City Clerk Office
1700 Convention Center Drive
Miami Beach, Florida 33139
For Contractor:
HD Supply Power Solutions, LTD
7584 N.W. 74th Avenue
Medley, Florida 33166
Attn: Jaime Gonzalez
Phone: 305-805-3830
Fax: 305-805-3869
E-mail: ,jaime.gonzalez a,hdsupply.com
L. MATERIALITY AND WAIVER OF BREACH - City and Contractor agree that each
requirement, duty, and obligation set forth in the Contract Documents is substantial and
important to the formation of this Contract and, therefore, is a material term hereof.
City's failure to enforce any provision of the Contract Documents shall not be deemed a
waiver of such provision or modification of this Contract. A waiver of any breach of a
provision of this Contract shall not be deemed a waiver of any subsequent breach and
shall not be construed to be a modification of the terms of this Contract.
M. SEVERANCE - In the event a portion of this Contract and/or the Contract Documents is
found by a court of competent jurisdiction to be invalid, the remaining provisions shall
continue to be effective unless City or Contractor elects to terminate this Contract. An
election to terminate this Contract based upon this provision shall be made within seven
(7)days after the finding by the court becomes final.
9
Certification of Contract
N. APPLICABLE LAW AND VENUE - This Contract and/or the Contract Documents shall
be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either
party with respect to the enforcement of any or all of the terms or conditions herein
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By
entering into this Contract, Contractor and City hereby expressly waive any rights
either party may have to a trial by jury of any civil litigation related to, or arising
out of the Contract and/or the Contract Documents. Contractor, shall specifically
bind all subcontractors to the provisions of this Contract and the Contract
Documents.
0. AMENDMENTS - No modification, amendment, or alteration in the terms or conditions
contained herein, or in the Contract Documents, shall be effective unless contained in a
written document prepared with the same or similar formality as this Contract and
executed by the City and Contractor.
P. This Contract shall not be effective until all bonds and insurance(s) required under the
Contract Documents have been submitted to, and approved by, the City's Risk Manager.
Q. The ITB and Contractor's bid in response thereto, are attached to this Contract and are
hereby adopted by reference and incorporated herein as if fully set forth in this Contract.
Accordingly, Contractor agrees to abide by and be bound by any and all of the
documents incorporated by the Contract Documents. Where there is a conflict between
any provision set forth within (i) this Contract; (ii) the ITB; and for (iii) Contractor's bid in
response thereto, the more stringent provision (as enforced by the City)shall prevail.
4
r
iification of Contract
IN WITNESS W11 REAF the City and_Contractor have caused this Certification of Contract to
be signed and attested on this _`2ir—day of 201'f, by their respective duly
authorized representatives.
CONTRACTOR CITY OF MIAMI BEAC.,
By
By
President!Signature 7or
Zeh.,i_5 Se~,r)Al t
Pr pt Name •ate
„3/21, /2 0/y
Date
ATTEST: ATTEST:
Secretary/Signature City Cier
6L r , (1
Print Name Date
/ 2-0 VD iy
Date
F;\PURC\$ALI.\Sollcitatlons\2014\2014.069-SW Light Poles, Fixtures and Bases\Contract\2Q14-069 HD Supply Power Solutions
LTD,dac
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
/ �C'i , ••rn Date
5
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