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2017-29994 ResolutionRESOLUTION NO. 2017 -29994 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ASSIGMENT AND ASSUMPTION OF SHOWTURF, LLC'S INTEREST IN THREE (3) AGREEMENTS BETWEEN THE CITY AND SHOWTURF, LLC. (ASSIGNOR), FOR THE LEASE OF GOLF COURSE TURF MAINTENANCE EQUIPMENT FOR THE MIAMI BEACH GOLF COURSE, PURSUANT TO INVITATION TO BID (ITB) NO. 38- 10/11; FOR THE LEASE OF GOLF COURSE TURF MAINTENANCE EQUIPMENT FOR THE NORMANDY SHORES GOLF COURSE, PURSUANT TO INVITATION TO BID (ITB) NO. 45- 11/12; AND FOR THE LEASE OF GOLF COURSE TURF MAINTENANCE EQUIPMENT FOR BOTH, THE MIAMI BEACH GOLF COURSE AND NORMANDY SHORES GOLF COURSE, PURSUANT TO INVITATION TO BID (ITB) NO. 2016 - 149 -ND, TO EFE, INC. (ASSIGNEE), AS THE SUCCESSOR -IN- INTEREST BY AQUISITION; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENTS IN THE FORM ATTACHED TO THIS RESOLUTION. WHEREAS, on September 14, 2011, the Mayor and City Commission awarded and authorized the execution of the agreement for the lease of golf course turf maintenance equipment for the Miami Beach golf course, pursuant to Invitation To Bid (ITB) No. 38- 10/11 (Agreement); and WHEREAS, on July 18, 2012 the Mayor and City Commission awarded and authorized the execution of the agreement for the lease of golf course turf maintenance equipment for the Normandy Shores golf course, pursuant to Invitation To Bid (ITB) No. 45 -11/12 (Agreement); and WHEREAS, on December 14, 2016, the Mayor and City Commission awarded and authorized the execution of the agreement for the lease of golf course turf maintenance equipment for both, the Miami Beach golf course and Normandy Shores golf course, pursuant to Invitation To Bid (ITB) No. 2016- 149 -ND; and WHEREAS, on April 12, 2017, EFE, Inc. (EFE) completed a transaction to - acquire SHOWTURF, LLC ( SHOWTURF), with EFE emerging as the surviving entity; and WHEREAS, SHOWTURF and EFE seek the City's consent to assign the referenced Agreements from SHOWTURF (the Assignor) to EFE, as successor -in- interest by acquisition (the Assignee); and WHEREAS, pursuant to the Agreements, any assignment of the Agreement requires the written consent of the Mayor and City Commission; and WHEREAS, the Administration has conducted its due diligence and recommends that the Mayor and City Commission approve the Assignment and Assumption of the Agreements (the Assignment), in the form attached to this Resolution as Exhibit "1 "; and WHEREAS, pursuant to the Assignment, EFE will assume all of SHOWTURF's obligations and responsibilities under the Agreements. 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 and assumption of SHOWTURF, LLC's interest in the Agreements between the City and SHOWTURF, LLC. (Assignor), for the lease of golf course turf maintenance equipment for the Miami Beach Golf Course, pursuant to Invitation To Bid (ITB) No. 38- 10/11; for the lease of golf course turf maintenance equipment for the Normandy Shores Golf Course, pursuant to Invitation To Bid (ITB) No. 45- 11/12; and for the lease of golf course turf maintenance equipment for both, the Miami Beach Golf Course and Normandy Shores Golf Course, pursuant to Invitation To Bid (ITB) No. 2016- 149 -nd, to EFE, Inc. (Assignee), as the successor -in- interest by acquisition; and further authorize the Mayor and City Clerk to execute the Consent to Assignment and Assumption of Agreements in the form attached to this Resolution as Exhibit 1. PASSED AND ADOPTED this 2S`h day of September, 2017. APPROVED AS TO FORM & LAN UAGE-- & FO EXEC TION II La City A torney 0 VerraININIIMNION Date MAW\ BEACH Resolutions - C7 T COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: September 13, 2017 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ASSIGNMENT AND ASSUMPTION OF SHOWTURF, LLC'S INTEREST IN THREE (3) AGREEMENTS BETWEEN THE CITY AND SHOWTURF, LLC. (ASSIGNOR), FOR THE LEASE OF GOLF COURSE TURF MAINTENANCE EQUIPMENT FOR THE MIAMI BEACH GOLF COURSE, PURSUANT TO INVITATION TO BID (ITB) NO. 38- 10/11; FOR THE LEASE OF GOLF COURSE TURF MAINTENANCE EQUIPMENT FOR THE NORMANDY SHORES GOLF COURSE, PURSUANT TO INVITATION TO BID (ITB) NO. 45- 11/12; AND FOR THE LEASE OF GOLF COURSE TURF MAINTENANCE EQUIPMENT FOR BOTH, THE MIAMI BEACH GOLF COURSE AND NORMANDY SHORES GOLF COURSE, PURSUANT TO INVITATION TO BID (ITB) NO. 2016 - 149 -ND, TO EFE, INC. (ASSIGNEE), AS THE SUCCESSOR -IN- INTEREST BY ACQUISITION; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENTS IN THE FORM ATTACHED TO THIS RESOLUTION. RECOMMENDATION Approve the Resolution. ANALYSIS The City currently has in place three (3) lease agreements for John Deere turf maintenance equipment with ShowTurf LLC for the Miami Beach and Normandy Beach golf courses. The first agreement was approved on September 14, 2011, pursuant to Invitation To Bid (ITB) No. 38- 10/11. The second agreement was approved on July 18, 2012, pursuant to Invitation To Bid (ITB) No. 45- 11/12. The third agreement was approved on December 14, 2016, pursuant to Invitation To Bid (ITB) No. 2016-149-ND. The City has been notified that EFE, Inc. (EFE) has acquired ShowTurf, LLC. As a result of the acquisition, the parties have now requested that the City assign its contracts with ShowTurf, LLC to EFE, Inc. EFE, Inc. is a local dealer (West Palm Beach) of heavy equipment, with 12 locations in South /Central Florida to service customers. EFE, Inc. is one of the largest John Deere dealers in the world, with robust repair capabilities and a large inventory of parts to minimize downtime. The Administration has conducted its due diligence and the City Attorney's Office has reviewed applicable agreements. Therefore, the Administration recommends that the Mayor and City Commission approve the Consent to Assignment and Assumption of Agreements from ShowTurf, Page 568 of 2353 LLC to EFE, Inc., and further authorize the Mayor and City Clerk to execute the Agreements, substantially in the form attached as Exhibit "1" hereto. By approving and adopting this Resolution, and pursuant to the execution of the Consent to Assignment and Assumption of Agreements, EFE will assume all of SHOWTURF's obligations and responsibilities under the three (3) Agreements referenced herein. CONCLUSION The Administration recommends that the Mayor and City Commission approve the Resolution accepting the assignment of three (3) agreements between the City and Showturf, LLC. (Assignor), for the lease of golf course turf maintenance equipment for the Miami Beach Golf Course, pursuant to Invitation to Bid (ITB) 38- 10/11; for the lease of golf course turf maintenance equipment for the Normandy Shores Golf Course, pursuant to Invitation to Bid (ITB) 45- 11/12; and for the lease of golf course turf maintenance equipment for the Miami Beach Golf Course and Normandy Shores Golf Course, pursuant to Invitation to Bid (ITB) 2016- 149 -ND, to EFE, Inc. (assignee), as the successor - in- interest by acquisition; and further authorizing the Mayor and City Clerk to execute accordingly the corresponding Consent to Assignment and Assumption of Agreements, substantially in the form attached to this Resolution as composite Exhibit "1." KEY INTENDED OUTCOMES SUPPORTED Streamline The Delivery Of Services Through All Departments FINANCIAL INFORMATION NA Legislative Tracking Procurement ATTACHMENTS: Description a Resolution a 1 TB 38 -10 -11 Consent to Assignment and Assumption of Agreement a ITB 45-11-12 Consent to Assignment and Assumption of Agreement o ITB 2016- 149 -ND Consent to Assignrnent and Assumption of Agreement Page 569 of 2353 EXHIBIT 1 CONSENT TO ASSIGNMENT AND ASSUMPTION OF THE AGREEMENTS Page 572 of 2353 ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT This Assignment and Assumption of Assignment (the Assignment) is entered into with the retroactive date of April 12, 2017, 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); SHOWTURF, LLC, a Florida Limited Liability Company, whose principal address is 1365 Neptune Drive, Boynton Beach, Florida 33426 (SHOWTURF, the Assignor); and EFE, INC., a Florida corporation, whose principal address is 2017 NW 16th Street, Belle Glade, Florida 33430 (EFE, the Assignee). WITNESSETH: WHEREAS, on September 14, 2011, the Mayor and City Commission awarded and authorized the execution of the agreement for the lease of golf course turf maintenance equipment for the Miami Beach Golf Course, pursuant to Invitation To Bid (ITB) No. 38 -10/11 (Agreement); and WHEREAS, the City and SHOWTURF executed a Certification of Contract dated September 27, 2011, with an effective date starting on October 01, 2011 (the Agreement), which Agreement is incorporated herein by reference and attached as Exhibit "1 "here to; WHEREAS, on April 12, 2017, EFE, Inc. (EFE) completed a transaction to acquire SHOWTURF, LLC (SHOWTURF), with EFE emerging as the surviving entity; and WHEREAS, SHOWTURF and EFE seek the City's consent to the assignment of the Agreement from SHOWTURF to EFE; and WHEREAS, pursuant to Section F. of the Certification of Contract, any assignment of the Agreement requires the written consent of the Mayor and City Commission; and WHEREAS, on July 26th, 2017, the Mayor and City Commission adopted Resolution No. , authorizing the Mayor and City Clerk to execute the below Consent to Assignment and Assumption of Agreement, approving the assignment of the obligations and responsibilities of SHOWTURF under the Agreement to EFE. NOW, THEREFORE, the City, SHOWTURF and EFE, 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. SHOWTURF hereby assigns and transfers to EFE all of its right, title, interest, and obligations in and to the Agreement by and between SHOWTURF and the City of Miami Beach (the City) dated September 27, 2011 with effective date of October 01, Page 573 of 2353 2011, for the lease of golf course turf maintenance equipment for the Miami Beach golf course, pursuant to Invitation To Bid (ITB) No. 38 -10/11 (the Agreement), which Agreement is incorporated herein by reference and attached as Exhibit 1 here to. 3. EFE hereby accepts the assignment of the Agreement and further assumes and agrees to perform all of the duties and obligations of SHOWTURF under the Agreement, and further agrees to be liable and subject to all conditions and restitutions to which SHOWTURF is subJect to under the agreement. 4. Upon execution of this Assignment and Consent to Assignment and Assumption of Agreement, and for purposes of interpreting the Agreement, all references to SHOWTURF or Consultant, under the agreement, shall hereinafter be deemed to refer to EFE. 5. EFE, agrees to honor and maintain all required warranties and responsibilities for all projects previously completed by SHOWTURF; and any ongoing project that the SHOWTURF has with the City, as of the effective date of this Consent to Assignment (which Consent is intended to be retroactive to April 12, 2017). 6. EFE 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: EFE, Inc. 1365 Neptune Dr. Boynton Beach, FL 33426 Attn: Frank McKee Tel: (305) 597 -9701 8. The Mayor and Commission of the City of Miami Beach, Florida hereby consent to the assignment of the Agreement from SHOWTURF, LLC. (Assignor), to EFE, Inc. (Assignee). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 574 of 2353 IN WITNESS WHEREOF, Triangle and Maser have caused this Assignment to be executed by their appropriate officials, as of the date first entered above. FOR CONSULTANT (ASSIGNOR): SHOWTURF, LLC. ATTEST: By: Secretary President Date: Print Name Print Nar FOR NEW CONSULTANT ASSIGNEE EFE, 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 F. of the Certification of Contract, without warranties of any kind whatsoever being made incident to this Consent or the Assignment. FOR CITY: ATTEST: CITY OF MIAMI BEACH, FLORIDA By: Rafael Granado, City Clerk Philip Levine, Mayor Date: Page 575 of 2353 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Aft ney ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT This Assignment and Assumption of Assignment (the Assignment) is entered into with the retroactive date of April 12, 2017, 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); SHOWTURF, LLC, a Florida Limited Liability Company, whose principal address is 1365 Neptune Drive, Boynton Beach, Florida 33426 (SHOWTURF, the Assignor); and EFE, INC., a Florida corporation, whose principal address is 2017 NW 16th Street, Belle Glade, Florida 33430 (EFE, the Assignee). WITNESSETH: WHEREAS, on July 18, 2012 the Mayor and City Commission awarded and authorized the execution of the agreement for the lease of golf course turf maintenance equipment for the Normandy Shores golf course, pursuant to Invitation To Bid (ITB) No. 45 -11/12 (Agreement); and WHEREAS, the City and SHOWTURF executed a Certification of Contract dated October 25, 2012, with an effective date starting on October 22, 2012 . (the Agreement), which Agreement, as amended by Amendment No, 1, is incorporated herein by reference and attached as Exhibit "1 "here to; and WHEREAS, on June 8, 2016, the Mayor and City Commission adopted Resolution No. 2016 - 29426, approving and authorizing the City Manager to execute Amendment No. 1 to the Agreement, extending the term of the Agreement for a period not to exceed one (1) year, commencing on September 23, 2016 and expiring on September 22, 2017, and providing the City the right to terminate the Agreement for convenience, upon thirty (30) days prior written notice; and WHEREAS, on April 12, 2017, EFE, Inc. (EFE) completed a transaction to acquire SHOWTURF, LLC ( SHOWTURF), with EFE emerging as the surviving entity; and WHEREAS, SHOWTURF and EFE seek the City's consent to the assignment of the Agreement from SHOWTURF to EFE; and WHEREAS, pursuant to Section F, of the Certification of Contract (Agreement), any assignment of the Agreement requires the written consent of the Mayor and City Commission; and WHEREAS, on July 26th, 2017, the Mayor and City Commission adopted Resolution No. , authorizing the Mayor and City Clerk to execute the below Consent to Assignment and Assumption of Agreement, approving the assignment of the obligations and responsibilities of SHOWTURF under the Agreement to EFE. NOW, THEREFORE, the City, SHOWTURF and EFE, for and in consideration of the mutual covenants, agreements and undertakings herein contained, do by these presents mutually covenant and agree as follows: Page 576 of 2353 1. The above recitals are true and correct and are incorporated herein as part of this Assignment. 2. SHOWTURF hereby assigns and transfers to EFE all of its right, title, interest, and obligations in and to the Agreement by and between SHOWTURF and the City of Miami Beach (the City) dated October 25, 2012 with effective date of October 22, 2012, for the lease of golf course turf maintenance equipment for the Normandy Shores golf course, pursuant to Invitation To Bid (ITB) No. 45- 11/12, as amended by Amendment No. 1(the Agreement), which Agreement is incorporated herein by reference and attached as Exhibit 1 here to. 3. EFE hereby accepts the assignment of the Agreement and further assumes and agrees to perform all of the duties and obligations of SHOWTURF under the Agreement, and further agrees to be liable and subject to all conditions and restitutions to which SHOWTURF is subject to under the agreement. 4. Upon execution of this Assignment and Consent to Assignment and Assumption of Agreement, and for purposes of interpreting the Agreement, all references to SHOWTURF or Consultant, under the agreement, shall hereinafter be deemed to refer to EFE. 5. EFE, agrees to honor and maintain all required warranties and responsibilities for all projects previously completed by SHOWTURF; and any ongoing project that the SHOWTURF has with the City, as of the effective date of this Consent to Assignment (which Consent is intended to be retroactive to April 12, 2017). 6. EFE 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: EFT, Inc. 1365 Neptune Dr. Boynton Beach, FL 33426 Attn: Frank McKee Tel: (561) 723 -2062 8. The Mayor and Commission of the City of Miami Beach, Florida hereby consent to the assignment of the Agreement from SHOWTURF, LLC. (Assignor), to EFE, Inc. (Assignee). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 577 of 2353 IN WITNESS WHEREOF, Triangle and Maser have caused this Assignment to be executed by their appropriate officials, as of the date first entered above, FOR CONSULTANT ASSIGNOR: SHOWTURF, LLC, ATTEST: By; Secretary President Print Name Date: Print Name FOR NEW CONSULTANT ASSIGNEE): EFE, INC. ATTEST: By: Secretary Print Name Date: President Print Name CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT City's acknowledgement and consent to the Assignment, pursuant to subsection F, of the Certification of Contract, without warranties of any kind whatsoever being made incident to this Consent or the Assignment. FOR CITY: ATTEST: By: Rafael anado, City Clerk Philip Levine, Mayor CITY OF MIA M1 I3EACH, FLORIDA Date: Page 578 of 2353 APPROVED AS TO FORM & LANGUAGE, & FOR EXECUT �N ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT This Assignment and Assumption of Assignment (the Assignment) is entered into with the retroactive date of April 12, 2017, 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); SHOWTURF, LLC, a Florida Limited Liability Company, whose principal address is 1365 Neptune Drive, Boynton Beach, Florida 33426 (SHOWTURF, the Assignor); and EFE, INC., a Florida corporation, whose principal address is 2017 NW 16th Street, Belle Glade, Florida 33430 (EFE, the Assignee). WITNESSETH: WHEREAS, on December 14, 2016, the Mayor and City Commission awarded and authorized the execution of the agreement for the lease of golf course turf maintenance equipment for both, the Miami Beach golf course and Normandy Shores golf course, pursuant to Invitation To Bid (ITB) No. 2016 - 149 -ND; and WHEREAS, the City and SHOWTURF executed a Certification of Contract dated February 13, 2017, with an effective date starting upon receipt of equipment (the Agreement), which Agreement is incorporated herein by reference and attached as Exhibit "1 "here to; and WHEREAS, on April 12, 2017, EFE, Inc. (EFE) completed a transaction to acquire SHOWTURF, LLC (SHOWTURF), with EFE emerging as the surviving entity; and WHEREAS, SHOWTURF and EFE seek the City's consent to the assignment of the Agreement from SHOWTURF to EFE; and WHEREAS, pursuant to Section F. of the Certification of Contract (Agreement), any assignment of the Agreement requires the written consent of the Mayor and City Commission; and WHEREAS, on July 26th, 2017, the Mayor and City Commission adopted Resolution No. , authorizing the Mayor and City Clerk to execute the below Consent to Assignment and Assumption of Agreement, approving the assignment of the obligations and responsibilities of SHOWTURF under the Agreement to EFE. NOW, THEREFORE, the City, SHOWTURF and EFE, 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. SHOWTURF hereby assigns and transfers to EFE all of its right, title, interest, and obligations in and to the Agreement by and between SHOWTURF and the City of Miami Beach (the City) dated February 13, 2017 for the lease of golf course turf Page 579 of 2353 maintenance equipment for both, the Miami Beach golf course and Normandy Shores golf course, pursuant to Invitation To Bid (ITB) No. 2016 - 149 -ND (the Agreement), which Agreement is incorporated herein by reference and attached as Exhibit 1 here to. 3. EFE hereby accepts the assignment of the Agreement and further assumes and agrees to perform all of the duties and obligations of SHOWTURF under the Agreement, and further agrees to be liable and subject to all conditions and restitutions to which SHOWTURF is subject to under the agreement. 4. Upon execution of this Assignment and Consent to Assignment and Assumption of Agreement, and for purposes of interpreting the Agreement, all references to SHOWTURF or Consultant, under the agreement, shall hereinafter be deemed to refer to EFE. 5. EFE, agrees to honor and maintain all required warranties and responsibilities for all projects previously completed by SHOWTURF; and any ongoing project that the SHOWTURF has with the City, as of the effective date of this Consent to Assignment (which Consent is intended to be retroactive to April 12, 2017). 6, EFE 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: EFE, Inc. 1365 Neptune Dr. Boynton Beach, FL 33426 Attn: Frank McKee Tel: (305) 597 -9701 8. The Mayor and Commission of the City of Miami Beach, Florida hereby consent to the assignment of the Agreement from SHOWTURF, LLC. (Assignor), to EFE, Inc. (Assignee). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 580 of 2353 IN WITNESS WHEREOF, Triangle and Maser have caused this Assignment to be executed by their appropriate officials, as of the date first entered above, FOR CONSULTANT ASSIGNOR): SHOWTURF, LLC. ATTEST; By: Date: Secretary Print Name President Print Name FOR NEW CONSULTANT ASSIGNEE: EFE, INC. ATTEST: By: Secretary President Date: Print Name Print Name CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT City's acknowledgement and consent to the Assignment, pursuant to subsection F. of the Certification of Contract, without warranties of any kind whatsoever being made incident to this Consent or the Assignment. FOR CITY: ATTEST: By: Rafael Granado, City Clerk Date: CITY OF MIAMI BEACH, FLORIDA Philip Levine, Mayor Page 581 of 2353 APPROVED AS TO FORM & LANGUAGE, - & FOR EXE ,UTION 411 PN•11010= Date