Assignment and Assumption of Agreement and Consent to Assignment and Assumption of Agreement •
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ASSIGNMENT AND ASSUMPTION OF AGREEMENT
•
AND
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
6/29/2023 1 6:02 EDT
This Assignment and Assumption of Assignment (the "Assignment") is entered into with
the date of_day of ,2023,by and among the CITY OF MIAMI BEACH,a Florida municipal
corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the
"City"); MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED a Delaware
corporation, whose principal address is One Bryant Park, New York, New York, 10036 (the
"Assignor"); and BOFA SECURITIES, INC., ("BOFAS") a Delaware corporation, whose principal
address is One Bryant Park,New York, New York, 10036(the"Assignee").
WITNESSETH:
WHEREAS, on January 17, 2018, the Mayor and City Commission awarded and
authorized the execution of the Agreement with Merrill Lynch,Pierce, Fenner&Smith Incorporated
for the underwriter services(RFQ)No.2017-163-WG;and
WHEREAS the City issued a Notice of Award of Contract to Merrill Lynch, Pierce, Fenner
&Smith Incorporated on January 17, 2018 (the "Agreement'), which Agreement is incorporated
herein by reference and attached as Exhibit"1"hereto;and
WHEREAS,on May 13, 2019, the institutional services of Merrill Lynch, Pierce, Fenner&
Smith Incorporated were transferred to BofA Securities, Inc., its affiliate(the"Restructuring"), and
BofA Securities,Inc.has requested the City's consent to assume the rights and obligations of Merrill
Lynch,Pierce, Fenner&Smith Incorporated under the Agreement;and
WHEREAS, Merrill Lynch, Pierce, Fenner&Smith Incorporated seeks the City's consent
to the Assignment and assumption of the Agreement from Merrill Lynch, Pierce, Fenner& Smith
Incorporated to BofA Securities, Inc.;and
WHEREAS, pursuant to Section 35, "Assignment" of the RFQ, any assignment of the
Agreement requires the written consent of the City;and
WHEREAS,on February 22,2023, the City Commission approved the Assignment of the
Agreement from Merrill Lynch, Pierce, Fenner&Smith Incorporated to BofA Securities, Inc. in item
C2C(attached as Exhibit"2");and
NOW,THEREFORE,the City,Merrill Lynch,Pierce, Fenner&Smith Incorporated,and BofA
Securities, Inc; 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. Merrill Lynch, Pierce, Fenner & Smith Incorporated hereby assigns and transfers to BofA
Securities, Inc;all of its rights,title, interest, and obligations in and to the Agreement by and
between Merrill Lynch,Pierce,Fenner&Smith Incorporated and the City of Miami Beach(the
City) dated 17th day of January 2018, for underwriter services, which Agreement is
incorporated herein by reference and attached as"Exhibit 1" hereto.
3. BofA Securities, Inc., hereby accepts the Assignment of the Agreement and further assumes
and agrees to perform all of the duties and obligations of Merrill Lynch, Pierce, Fenner &
Smith Incorporated under the Agreement, and further agrees to be liable and subject to all
conditions and restitutions to which Merrill Lynch, Pierce, Fenner & Smith Incorporated is
subject to under the Agreement since the Restructuring.
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4. Upon execution of this Consent to Assignment and Assumption of the Agreement, and for
purposes of interpreting the Agreement, all references to Merrill Lynch, Pierce, Fenner &
Smith Incorporated, under the Agreement, shall hereinafter be deemed to refer to BofA
Securities, Inc.,
5. BofA Securities,Inc.,agrees to honor and maintain all required warranties and responsibilities
for all projects previously completed by Merrill Lynch, Pierce, Fenner&Smith Incorporated
under the Agreement since the Restructuring; and any ongoing project that Merrill Lynch,
Pierce, Fenner&Smith has with the City related to this Agreement,as of the effective date of
this Consent to Assignment.
8. Merill Lynch, Pierce, Fenner& Smith agrees to honor and maintain all required warranties
and responsibilities for all projects previously completed by Merill Lynch Pierce, Fenner &
Smith prior to the Restructuring and further agrees to remain liable and subject to all
conditions and restitutions to which Merill Lynch,Pierce, Fenner&Smith was subject to prior
to the Restructuring.
7. Simultaneously herewith, BofA Securities, Inc. shall furnish to the City's Risk Manager,
Certificates of Insurance or endorsements evidencing the insurance coverage as specified in
the Agreement.
8. All written notices given to the Consultant under the Agreement shall be addressed to the
following:
BofA Securities, Inc.,
101 E.Kennedy Blvd.,Suite 200
Tampa, FL 33602
Doug Draper
Tel:813-225-8113
Cell:813-468-9579
Fax:804-484-1235
Email:dough.draper(o�bofa.com
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IN WITNESS WHEREOF,Merrill Lynch,Pierce,Fenner&Smith,and BofA Securities,Inc.,
have caused this Assignment to be executed by their appropriate officials as of the date first
entered above.
FOR CONTRACTOR(ASSIGNOR1: MERRILL LYNCH,PIERCE,FENNER&
SMITH INCORPORATED
Managing Director, ISG Fixed Markets
Title
Gudite-Mz/ tzeecA William Kubeck
Print Name
Date: .June 13, 2023
FOR NEW CONTRACTOR(ASSIGNEE): BOFA SECURITIES,INC.,
DiYZG-'ocn
r"
Title
PO0,1as W. 1)ra
Print Name
Date: J i^.R 10 025
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
The City hereby acknowledges and consents to the Assignment and Assumption Agreement,
pursuant to Section 35"Assignment"of the RFQ,without warranties of any kind whatsoever being
made incident to this Consent or the Assignment.
FOR CITY: CITY OF MIAMI BEACH,FLORIDA
ATTEST: Docusigned by:
By: . ara.lA.Ah
Ra atfailiiiiKtity Clerk Dan Gelber,Mayor
6/29/2023 I 6:02 EDT
Date:
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
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1 City Attorney Date