2016-29554 Reso RESOLUTION NO. 2016-29554
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE ASSIGMENT OF THE
AGREEMENT BETWEEN THE CITY AND TRIANGLE SURVEYING AND
MAPPING, INC. (ASSIGNOR), FOR PROFESSIONAL ARCHITECTURAL AND
ENGINEERING SERVICES IN SPECIALIZED CATEGORIES ON AN "AS
NEEDED" BASIS, TO MASER CONSULTING P.A. (ASSIGNEE), AS THE
SUCCESSOR CONSULTANT BY MERGER; AND FURTHER AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE THE CONSENT TO ASSIGNMENT
AND ASSUMPTION OF AGREEMENT, SUBSTANTIALLY IN THE FORM
ATTACHED TO THIS RESOLUTION.
WHEREAS, on June 10, 2015, the Mayor and City Commission adopted Resolution No.
2015-29041 accepting the recommendation of the City Manager to enter into negotiations with
Triangle Surveying and Mapping, Inc. (Triangle), pursuant to Request for Qualifications (RFQ)
No. 2014-346-YG, to provide professional architectural and engineering services in specialized
categories on an "as needed" basis (Agreement); and
WHEREAS, on January 4th, 2016, Triangle completed a merger with Maser Consulting P.A.
(Maser), with Maser emerging as the surviving entity; and
WHEREAS, Triangle and Maser seek the City's consent to assign the Agreement from
Triangle (the Assignor) to Maser, as successor by merger (the Assignee); and
WHEREAS, pursuant to the Agreement, 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 Agreement (the
Assignment), and further authorize the Mayor and City Clerk to execute the Consent to
Assignment and Assumption of the Agreement (the Consent), substantially in the form attached
as Exhibit "1" hereto; and
WHEREAS, pursuant to the Assignment, Maser will assume all of Triangle's obligations
and responsibilities under the Agreement.
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 of the Agreement between the City and Triangle
Surveying and Mapping, Inc. (Assignor), for professional architectural and engineering services
in specialized categories on an "as needed" basis, to Maser Consulting P.A. (Assignee), as the
successor consultant by merger; and further authorize the Mayor and City Clerk to execute the
Consent to Assignment and Assumption of Agreement, substantially in the form attached to this
Resolution.
PASSED AND ADOPTED thi �,..e•tember, 2016.
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Exhibit 1
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 January 04, 2016, 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); TRIANGLE SURVEYING AND
MAPPING, INC., a Florida corporation, whose principal address is 8290 N.W. 64th
Street, Miami, Florida 33166 (Triangle, the Assignor); and MASER CONSULTING P.A.,
a New Jersey corporation, whose principal address is 331 Newman Springs Rd., Suite
203, Red Bank, NJ 07701, authorized to do business in Florida (Maser, the Assignee).
WITNESSETH:
WHEREAS, on June 10, 2015, the Mayor and City Commission adopted
Resolution No. 2015-29041 accepting the recommendation of the City Manager to award
a contract to Triangle, pursuant to Request for Qualifications (RFQ) No. 2014=346-YG, to
provide professional architectural and engineering services in specialized categories of
land surveying on an"as needed° basis; and
WHEREAS, on or about December 22, 2015, the parties executed the
Agreement between the City of Miami Beach and Triangle Surveying and Mapping, Inc.
for Professional, Architectural and Engineering Services in Specialized Categories on an
"as needed" basis (the Agreement), which Agreement is incorporated herein by
reference and attached as Exhibit "1"hereto;
WHEREAS, on January 4, 2016 Triangle completed a merger with Maser, with
Maser emerging as the surviving Consultant entity; and
WHEREAS, Triangle and Maser seek the City's consent to the assignment of the
Agreement from Triangle to Maser; and -
WHEREAS, pursuant to Section 16.7 of the Agreement, any assignment of the
Agreement requires the written consent of the Mayor and City Commission; and
WHEREAS, on September 14th, 2016, the Mayor and City Commission adopted
Resolution No.201 b-2 Luthorizing the Mayor and City Clerk to execute the below
Consent to Assignment and Assumption of Agreement, and approving the assignment of
the obligations and responsibilities of Triangle under the Agreement to Maser.
NOW, THEREFORE, the City, Triangle and Maser, 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. Triangle hereby assigns and transfers to Maser all of its right, title, interest, and
obligations in and to the Agreement.
Page 1 of 4
3. Maser hereby accepts the assignment of the Agreement and further assumes and
agrees to perform all of the duties and obligations of Triangle under the Agreement,
and further agrees to be personally liable for and subject to all terms and conditions
to which Triangle is subject to under the Agreement.
4. Notwithstanding this Assignment, Triangle and Maser shall remain jointly and
severally liable under the Agreement for all services performed prior to January 4,
2016.
5. Upon execution of this Assignment and Consent to Assignment and Assumption of
Agreement (the Consent), and for purposes of interpreting the Agreement, all
references to Triangle or Consultant, under the Agreement, shall hereinafter be
•
deemed to refer to Maser.
6. Maser, agrees to honor and maintain all required warranties and responsibilities for
all projects completed by Triangle prior to January 4, 2016, as well as any ongoing
project that Triangle has with the City. •
7. Maser agrees to 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:
MASER Consulting PA
8290 NW 64th Street
Miami, FL 33166
Attn: John Liptak
Tel: (305) 597-9701
Fax: (305) 597-9702
Email: JLiptak a(�maserconsultinq.com
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 2 of 4
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): TRIANGLE SURVEYING AND
MAPPING, INC.
ATTEST:
By: t,
Secretary - esident
exciau JsH 1. 1191704-
Print Name Print Name
Date: Vq `IQ `p
FOR NEW CONSULTANT (ASSIGNEE): MASER CONSULTING, PA.
ATTEST.
By:
Secretary Pres dent
►5-�,� ai c 1�4�� r
Print Name Print Name
Date: 9 I ) lD I I to
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
The City hereby acknowledges and consents to the Assignment, pursuant to
subsection 16.7 of the Agreement, without warranties of any kind whatsoever
being made incident to this Consent or the Assignment.
FOR CITY: CITY OF MIAMI BEACH FLORIDA
ATTEST: �^ ' //y/
Rafa Gran do, City Clerk Levi'►'= yor
C'BAi D
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Date: ZZ
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Resolutions - C7 AE
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: September 14, 2016
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE ASSIGNMENT OF THE
AGREEMENT BETWEEN THE CITY AND TRIANGLE SURVEYING AND
MAPPING, INC. (ASSIGNOR), FOR PROFESSIONAL ARCHITECTURAL AND
ENGINEERING SERVICES IN SPECIALIZED CATEGORIES ON AN "AS
NEEDED" BASIS, TO MASER CONSULTING P.A. (ASSIGNEE), AS THE
SUCCESSOR CONSULTANT BY MERGER; AND FURTHER AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE THE CONSENT TO ASSIGNMENT AND
ASSUMPTION OF AGREEMENT, SUBSTANTIALLY IN THE FORM ATTACHED TO
THIS RESOLUTION.
RECOMMENDATION
That the Mayor and City Commission approve the assignment of the Agreement between the City
and Triangle Surveying and Mapping, Inc. (Assignor), for professional architectural and engineering
services in specialized categories on an "as needed" basis, to Maser Consulting PA (Assignee), as
the successor consultant by merger; and further authorize the Mayor and City Clerk to execute the
Consent to Assignment and Assumption of Agreement, substantially in the form attached to this
Resolution.
ANALYSIS
On June 10, 2015, the Mayor and City Commission adopted Resolution no. '2015-29041
accepting the recommendation of the City Manager to enter into negotiations with Triangle
Surveying and Mapping, Inc. (Contractor), pursuant to Request for Qualifications (RFQ) No.
2014-346-YG, to provide professional architectural and engineering services in specialized
categories on an "as needed" basis, herein referred to as the Agreement.
On January 4th, 2016, Triangle completed a merger with Maser Consulting P.A. (Maser), with
Maser emerging as the surviving entity.
Triangle Surveying and Mapping, Inc., also referred to herein as Assignor, now wishes to assign
the Agreement to Maser Consulting P.A. (Assignee).
However, pursuant to the Agreement, assignment of the Agreement requires the written consent
of the Mayor and City Commission.
After conducting its due diligence, the Administration recommends that the Mayor and City
Commission approve the Assignment and Assumption of the Agreement (the Assignment), and
further authorize the Mayor and City Clerk to execute the Consent to Assignment and
Page 647 of 2277
Assumption of the Agreement (the Consent), substantially in the form attached as Exhibit "1"
hereto.
Maser Consulting will assume all of the remaining obligations and responsibilities originally
undertaken by Triangle Surveying and Mapping, Inc.
CONCLUSION
The Administration has conducted its due diligence and recommends that the Mayor and City
Commission approve the Assignment and Assumption of the Agreement (the Assignment), and
further authorize the Mayor and City Clerk to execute the Consent to Assignment and
Assumption of the Agreement (the Consent), substantially in the form attached as Exhibit "1"
hereto.
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❑ RESOLUTION & CONSENT TO ASSIGNMENT &ASSUMPTION OF AGREEMENT
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