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ASSIGNMENT ANO ASSUMPTION AGREEMENT
8/2/2023 1 11=51 EOT
This Assignment and Assumption Agreement (the "Assignment') is being entered into with
the date of _ day of July, 2023, by and among the CITY OF MIAMI BEACH, a Florida municipal
corporation, whose address is 1 700 Convention Center Oriva, Miami Beach, Florida 33139 (tha
"City'); LEGACY OWA, INC, former/y known as, "OOUGLAS WOOO ASSOCIATES, INC_", a
Florida corporation, whose principal address is 1569 Euclid Avenue, Apartment 5, Miami Beach,
Florida, 33139 ("O WA" or the "Assignor"); and 8. NACCA RATO, INC., doing
business as "WOOED O'OONNELL S NAGCA RATO a Pennsylvania corporation qualified to
conduct business in the state of Florida, also with a corporate address at 5040 Northwest 7`h
Street, Suite 820, Miami, Florida 33126 ("(DM' or the "Assignee").
WITN ESSETH=
WHEREAS, Exhibit "I' attached hareto and made a part haraof is a true and correct
copy of that certain Agreement for Professional Architectural and Engineering Services in
Specialized Categories, dated June 14, 2021, by and between City and c>WA (the "Assigned
Agreement'); and
WHEREAS on August 5, 2022, C)WA entered into an Asset Purchase Agreement.
pursuant to which TWA would sell, assign and/or otherwise transfer to ON, all or substantially
all of E)'WA's operations and assets of its business, including but not limited to the Assigned
Agreement (the "Asset Purchase Agreement'), which transaction closed on September 29,
2022 (the "Effective Oafe"); and
WHEREAS, pursuant to the terms of the Asset Purchase Agreement, on or about August
16, 2022 (the "Asset Purchase Agreement'), OWA provided the City with written notice of the
Asset Purchase Agreement seeking its consent to assign the Assigned Agreement as of the
Effective mate; and
WHEREAS. TWA seeks the City's consent to the Assignment of the Agreement from
TWA to ON; and
WHEREAS, pursuant to Section 18.8, "Assignment' of the Agreement, any assignment
of the Agreement requires the written consent of the City; and
WHEREAS, Exhibit "2" attached harato and made ei part hereof is a true and correct
copy of that certain approval of item C2J, dated April 28, 2023, evidencing the City's approval
of the assignment of the Assigned Agreement.
NOW, THEREFORE, each of the undersigned for and in consideration of the mutual
covenants, agreements, and undertakings horain contained, do by these presents mutually
covenant and agree as follows_
I . The above recitals are true and correct and are incorporated herein as part of this
Assignment.
2. Assignor does hereby grant, convey, assign and transfer to Assignee, and its successor.
and assig ne s, effective as of the Effective Uate, all of Assignor-'. right, title, and interest in
and to the Assigned Agreement free and clear of all liens, to have and hold the same.
Assignee hereby accepts the Assignment of the Agreement and further as .'rues and
agrees to perform all of the duties and obligations of Assignor under the Agreements,
�ocu Sign Envelope ID: 3798 �8 �2-89F7-4067-8578-900689665C2A
and further agrees to be liable and subject to all conditions and restitutions to which
Assignor is subject to under the Agreement. Notwithstanding anything contrary to the
foregoing, the foregoing obligations of Assignee are for the benefit of the City and ON
hereby reserves any and all rights it may have against t7WA under the Asset Purchase
Agreement. TWA hereby agrees and acknowledges that it is not being discharged from
any cf its obligations and/or liabilities set forth in the Asset Purchase A(greement.
3- Upon execution of this Assignment, and for purposes cf interpreting the Assigned
Agreement, from and after the Effective t)ate, all references to "Douglas Wood Associates,
Inc." as the Consultant under the Assigned Agreement shall hereinafter be deemed to
refer to "O'O—nell & Naccarato, Inc-, dba Wood O'EDIonnell Naccarato".
4. Assignor shall and shall have remit any and all payments it has cr may have received by
the City in its name for any invoices for services which provided by Assignee as cf the
Effective Gate.
5 Assignee agrees to honor and maintain all required warranties and responsibilities for all
projects previously completed by Assignor, and any ongoing project that Assignor has with
the City, as of the ffective date of this Assignment. Notwithstanding anything contrary to
the foregoing, the foregoing obligations of Assignee are for the benefit of the City and ON
hereby reserves any and all rights it may have against OWA under the Asset Purchase
Agreement. [-)VNA hereby agrees and acknowledges that it is not being discharged from
any of its obligations and/or liabilities set forth in the Asset Purchase Agreement.
6- Simultaneously herewith, Assignee shall furnish to the City's Ftisk Manager, Certificates cf
Insurance or endorsements evidencing the insurance coverage as specified in the
Assigned Agreement.
7. Ail written notices given to the "Consultant` under the Assigned Agreement shall be
addressed to the following:
O'�onnell & Naccarato, Inc.
701 Market Street, Suite 6000
Philadelphia, Pennsylvania 19106
Attn: Tracey Kauffman
Tel: 21 5-71 7-3e27
Email: tka ufman@o-n.com
8. 13y its signature below, the City hereby provides its acknowld gem ent, agreement and
consent to the foregoing, pursuant to Section 18.8, Assigned Agreement without
warranties of any kind whatsoever being made incident to this Assignment-
9- This Assignment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
Any counterpart may be executed by electronic signature cr delivery and such electronic
signature cr delivery shall be, deemed an original The parties may convert this Assignment
into an electronic record and in the event of any dispute involving this Asslgn ment, a copy
cf such electronic record may serve as the original_
[REMAINE3EFZ OF PAGE INTENTIONALLY LEFT BLANK?
�ocu Sign Envelope Imo 3798�SO2-89F7-40 B7-8578-9�0689666C2A
IN WITNESS WHEREOF, each of the undersigned parties. have caused this
Assignment and Assumption Agreement to be executed by their appropriate officials as of the
date first entered above and effective as of the Effective [Date.
FOR CONSULTANT (ASSIGNOR)
FOR NEW CONSULTANT (ASSIGNEE):
LEGACY TWA, INC.,
formerly Known as
E3OUGLAS WOOD ASSOCIATES, INC.
Douglas VO`6od (Jul 27, 2023 13:45 EOT)
E3ou01as Wood
Oat-- 07/27/2023
O'OONNELL & NACCARATO, INC_, rfta
WOOS O'E:)ONNELL 8. NACCARATO
1r Pra id-r�t
2023 11:4. E(JT)
Anthony Nacca rato
07/27/2023
Date.
CONSENT TO ASSIGNMENT ANO ASSUMPTION OF AGREEMENT
The City hereby acknowledges and consents to the Assignment and Assumption Agreement,
pursuant to Section 18.8. "Assignment" of the Agreement, without warranties of any Kind whatsoever
being made incident to this Consent or the Assignment.
FOR CITY'
ATTEST: �o---...ed e
By. _
Rafael �s ra na�o, City CIerK
Oat-: 8/2/2023 1 11=51 EOT
CITY OF MIAMI BEACH, FLORID^
i
Oan Gelber, Mayor AFl F�RO\/EE) AS TO
FORM 8. LANGUAGE
8 FO F2 EXECUTION
�iUJ �* aTir G 1 263
City Attornay� ,J� -3[e
�ocuSign Envelope 1�: 379806�2-89F7-4067-8578-900689665C2A
[2023.07.27] Assignment and Assumption
Agreement
Final Audit Report 2023-07-27
Craa[atl:
2o23-O7-2T
gy-
Joyce Koh(loycat�yourinhousecounsalor.com)
Status:
Signatl
Transaction 1�:
CBJC HBC�aABAAKMa3ReL8EZjOxOZ_Z53te7mflxoOMhg Pd
11[2023.07.27] Assignment and Assumption Agreement" History
i� E)ocum.nt created by Joyce Koh (Joyce@yourinhousecou nselor-com)
2023-07-27 - 5:17142 PM GMT
v E) cu nt amail.d to Douglas Wood (tlwood@o-n.com) for signature
2023-07-27 - 5:20:27 PM GMT
Email viewed by E)—Olas Wood (dwood@o-n.com)
2023-07-27 - 5:2t:40 PM GMT
o E) cu nt e-signed by E)-91 s Wood (dwood@o-n.com)
Signature data: 2023-07-27 - 545.34 PM GMT - Time Source' server
Cv Document .mailed to Anthony Naccarato (anacca rato@o-n.com) for signature
2023-07-27 - 545:36 PM GMT
Email viewetl by Anthony Naccarato (a nacca rato@o-n.com)
202-7-27 - 7:45 40 PM GMT
cib document e-signed by Anthony Naccarato (anaccarato@o-n.com)
Signature Date. 2023-07-27 - 7:46:53 PM GMT -Time Sources: server
0 Agreement completed.
2023-07-27 - 7:4@53 PM GMT
0 Adobe Acrobat Sign