Assignment and Assumption of Agreement with Showturf, LLC2co ►"1-- Z qq c►
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,
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]
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 :
ATTEST:
By:
Date:
Secret
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Print Name
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SHOWTURF, LLC.
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Print Name
FOR NEW CONSULTANT (ASSIGNEE): EFE, INC.
ATTEST:
By:ILI 0 rt,t ,
Secretary
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Print Name
Date: 1VII3h1
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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:
Rafael Grana
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney Dote