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Assignment and Assumption of Agreement between CMB & Consent to Assignment and Assumption of Agreemen between CMB & National Fire Protection, LLC & Davis-Ulmer Sprinkler Company, Inc . (2)
C21‹ DocuSign Envelope ID:D99D0FA9-B984-40D3-8DB8-3350EEB63C95 • Nk tnJ J 31, 2Q24.1 DocuSign Envelope ID:80691CDE-9027-4C62-B9EE-9636ACF2939E ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT 3/25/2024 I 1:14 EDT This Assignment and Assumption of Assignment(the"Assignment")is entered into with the date of 140f day of February ,2024,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"); NATIONAt FIRE PROTECTION,LLC a State of Maryland Limited Liability Company,whose principal address is 601 Nursery Road, Linthicum Heights,Maryland 21090(the"Assignor");and Davis-Ulmer Sprinkler Company, Inc. d/b/a National Fire Protection a State of New York Corporation,whose principal address is 400 Moridian Center Boulevard,Suite 330,Rochester,New York 14618(the"Assignee"). WITNESSETH: WHEREAS, on June 23, 2021, the Mayor and City Commission awarded and authorized the execution of the Agreement with National Fire Protection, LLC for Annual Inspection,Testing, Certification, Repair,and Maintenance of Fire Sprinkler and Firo Suppression Systems(ITB)No.2021-145-AY,and WHEREAS the City and National Fire Protection, LLC entered into an Agreement dated June 23, 2021 (the"Agreement"),which is incorporated herein by reference and attached as Exhibit"1'hereto;and entered into a Bill of Sale.Assignment,and Assumption A reement P7' WHEREAS,on October 27,2023,National Fire Protection,LLC ilh Davis-Ulmer Sprinkler ' Company,Inc.and now operates as Davis-Ulmer Sprinkler Company.Inc.d/h/a National Fire Protection,and WHEREAS, National Fire Protection,LLC seeks the City's consent("Consent to Assignment")to the Assignment and assumption of the Agreement from National Fire Protection,LLC("Assignor")to Davis-Ulmer Sprinkler Company, Inc.d/b/a National Fire Protection("Assignee");and WHEREAS,pursuant to Section 3."Assignment"of the ITB'Terms and Conditions,"any assignment of the Agreement requires the written consent of the City,and NOW,THEREFORE,the City, National Fire Protection, LLC and Davis-Ulmer Sprinkler Company, Inc d/b/a National Fire Protection, for and in consideration of the mutual Covenants, agreements. and undertakings here n 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_ National Fire Protection, LLC hereby assigns and transfers to Davis-Ulmer Sprinkler Company, Inc. d/b/a Nationai Fire Protection;all of its rights,title,interest,and obligations in and to the Agreement by and between National Fire Protection. LLC and the City of Miami Beach(the"City")dated 23rt'day of June 2021,for Annual Inspection,Testing, Certification,Repair,and Maintenance of Fire Sprinkler and Fire Suppression Systems(the"Agreement"),which Agreement is incorporated herein by reference and attached as"Exhibit 1"hereto 3. Davis-Ulmer Sprinkler Company Inc d/b/a National Fire Protection hereby accepts the Assignment of the Agreement and further assumes and agrees to perform Oaf the duties and obligations of National Fire Protection, LLC under the Agreement and further agrees to be liable and subject to all conditions and restitutions to which National Fire Protection,LLC is subject to under the Agreement. 4. Upon execution of this Assignment. and for purposes of interpreting the Agreement. all references to National Fire Protection, LLC, under the Agreement, shall hereinafter be deemed to refer to Davis- Ulmer Sprinkler Company, Inc,d/b/a National Fire Protection. DocuSign Envelope ID:D99D0FA9-B984-40D3-8DB8-3350EEB63C95 DocuSign Envelope ID:80691CDE-9027-4C62-B9EE-9636ACF2939E 5. Davis-Ulmer Sprinkler Company, Inc.d/b/a National Fire Protection agrees to honor and maintain all required warranties and responsibilities for all protects previously completed by National Fire Protection, LLC and any ongoing project that National Fire Protection,LLC has with the City as of the effective date of this Consent to Assignment. 6. Simultaneously herewith, Davis-Ulmer Sprinkler Company, Inc. d/b/a National Fire Protection shall 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 the following: Davis-Ulmer Sprinkler Company, Inc.dtbia National Fire Protection 3467 Northwest 55 Street, Fort Lauderdale,Florida 33309 Attn Eric Rivera Tel 786-356-7585 Email:eric.riverat natitireus [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID:D99D0FA9-B984-40D3-8DB8-3350EEB63C95 DocuSign Envelope ID:80691CDE-9027-4C62-B9EE-9636ACF2939E IN WITNESS WHEREOF, National Fire Protection, LLC and Davis-Ulmer Sprinkler Company, Inc. d/b/a National Fire Protection have caused this Assignment to be executed by their appropriate officials as of the date first entered above. FOR CONTRACTOR (ASSIGNOR): N4tiondt Fir Protection,LLC ( 5 Fe--1/i'' f Premetenf C.0,4,.,itL Etdokteo ��.. S.-,,diz Print Name Date: a 3 ,2c•',_'1 FOR NEW CONTRACTOR (ASSIGNEE): Davis-Ulmer Sprinkler Company, Inc. d/b/a National Fire Protection Pra-istknit ,....s.,.. Brian Swann -5a.:, . ;;•4°. Print Name Date: 2/14/24 CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT The City hereby acknowledges and consents to the Assignment and Assumption Agreement, pursuant to Section 3, "Assignment" of the ITB "Terms and Conditions,"without warranties of any kind whatsoever being made incident to this Consent or the Assignment. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: K,00cusignedby: .� �- By, a ae bran d City Clerk — a T.Hudak,City Ma alter Date: 3/25/2024 11:14 EDT APPROVED AS TO FORM& LANGUAGE &FOR EXECUTION t, 09/601( Idly Attorney Date DocuSign Envelope ID:D99D0FA9-B984-40D3-8DB8-3350EEB63C95 DocuSign Envelope ID:80691CDE-9027-4C62-B9EE-9636ACF2939E n /` I n n /A I B E e C H Contract/Document Routing Form Contract No. Title /� ITB 2021-145-AY Annual Inspection,Testing,Certification,Repair,and Maintenance of Fire Sprinkler and Fire Suppression Systems Contractor Requesting Department National Fire Protection,LLC to Davis-Ulmer Sprinkler Company Procurement/Facilities&Fleet Management , Department Director Nernex,Siignature&Date ACM Name,Signature&Dare Elizabeth Mire', _c'M I rcCarpenter41.:,-icc- , 67'Ss' 2�j( 26�. Document Type(Select One) x Type 1—Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation. Type 2—Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation. Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement Type 4—Grant agreements with the City as the recipient Type 7—Inter-governmental agency agreement Type S—Grant agreements with the City as the grantor Type 8—Other: Summary&Justification On June 23,2021,the Mayor and City Commission awarded and authorized the execution of the Agreement with National Fire Protection,LLC for annual inspection,testing,certification,repair,and maintenance of fire sprinkler and fire suppression systems pursuant to(ITB)No.2021-145-AY. On October 27,2023,National Fire Protection,LLC was acquired by Davis-Ulmer Sprinkler Company,Inc.As a result,National Fire Protection, LLC("Assignor') is requesting to assign its contract to Davis-Ulmer Sprinkler Company, Inc.('Assignee")pursuant to Section 3,"Assignment"of the ITB.On January 31,2024,the City Commission approved the Assignment and delegated the authority to the City Manager to sign the Amendment(see Attachment A). Therefore,based on the justification stated herein and pursuant to the approval of the City Commission,this item seeks the City Manager's signature on the Consent of Assignment. Original Term Renewal Periods Total Term(Original*Renewals) 6/23/2021-6/22/2024 2 Five Years Funding Information Grant Funded: -cm© No I. State Federal • Other: Cost&Funding Source Year Annual Cost Account Require Enhancement 1 N/A The contract assignment has no fiscal impact. _11211_ No 1. For contracts longer than five years,contact the Procurement Department. 2. Attach any supporting explanation needed. 3. Budget approval indicates approval for the current fiscal year only. Future years are subject to City Commission approval of the annual adopted operating budget. Authority to Sign City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: N/A C2 K 1/31/2024 If no,explain why CC approval is not required: Legal Form Approved: X Yes No If no,explain below why form approval is not necessary: DocuSign Envelope ID:D99DOFA9-B984-40D3-8DB8-3350EEB63C95 DocuSign Envelope ID:80691CDE-9027-4C62-B9EE-9636ACF2939E Competence Approvits isee attached}' , Procurement: 3/13/2024 + :La PbT N/A Alex Denis tL:, Budget: Information N/A Tameka Otto Stewart j,,,Dke Shuuul 3/18/2024 I :T h 13gy: Budget Analyst:Yelina r Iglesias l 3/18/2024 I :09 EDT Risk Management: N/A Fleet&Facilities: N/A Human Resources: N/A Reviewed: Monica Garcia 3/6/2024 I 11:12 EST Theresa euigas ( 3/6/2024 I 11:15 EST