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HomeMy WebLinkAbout2005-26055 Reso RESOLUTION NO. 2005-26055 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACKNOWLEDGING THE MERGER BETWEEN EDAW, INC. AND AECOM TECHNOLOGY CORPORATION, INC., AND CONSENTING TO THE ASSIGNMENT OF ALL CURRENT AGREEMENTS BETWEEN EDAW, AS ASSIGNOR, AND THE CITY, TO THE NEW RESULTING FIRM OF EDAW II, AS ASSIGNEE. WHEREAS, the City and EDAW, Inc. (EDAW) have entered into several agreements for professional services for a number of projects in the City; and WHEREAS, these agreements include the Flamingo/Lummus Neighborhood Improvements, dated July 18, 2001; the Oceanfront Neighborhood Improvements, dated May 16, 2001; the Flamingo Park Renovations, dated May 5, 2004; the Botanical Gardens Renovations, dated December 3, 2004; and others (the Agreements); and WHEREAS, on October 27,2005, the City received a letter from EDAW informing the City that it had entered into a merger agreement on September 29, 2005 with AECOM Technology Corporation, Inc. (AECOM) and its subsidiaries with respect to the acquisition of EDAW by a merger of a subsidiary of AECOM with EDAW and a subsequent merger of the merged firms with another AECOM subsidiary (Attachment 1); and WHEREAS, the merged firms, including EDAW, have become a wholly owned subsidiary of AECOM on the effective date stated above and the new entity will subsequently be known as EDAW II; and WHEREAS, the Agreements require that EDAW provide written notice to the City of any changes or assignments of the Agreements, and it has complied by means of the letter referenced in Attachment 1 hereto; and WHEREAS, the Agreements also require that the final approval of the assignment of the Agreements be made by the Mayor and City Commission, as set forth in Paragraphs 3.5.2 and 3.5.3 of the Agreements (Attachment 2); and WHEREAS, the name of EDAW will be changed to EDAW II by amendment to the Agreements, and EDAW II, as assignee and the new successor in interest to EDAW, (as assignor), under the Agreements, will assume all obligations under said Agreements and be bound by all of the terms and conditions therein. -- NOW, THEREFORE BE IT DULY RESOLVED BYTHE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby acknowledge the merger between EDAW, Inc., and AECOM Technology Corporation, Inc., and consent to the assignment of all current agreements between EDAW, as assignor, and the City, to the new resulting firm of EDAW II, as assignee; and approve that the new name of EDAW II, as successor in interest to EDAW, will be substituted in all Agreements for the existing name of EDAW, and that EDAW II shall assume all obligation under the Agreement s .and be bound by all of the obligations under said Agreements. PASSED AND ADOPTED this 7th day ofDecemb~12005. A~rf~ CITY CLERK Robert Parcher David Dermer T:\AGENDA\2005\Dec0705\Consent\EDAW Agreement Assignment Reso.doc APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ~ 1~12.5 ~ COMMISSION ITEM SUMMARY Condensed Title: A resolution by the Mayor and City Commission approving assignment of the Agreements with EDAW, Inc. to a new mer ed firm to be named EDAW II. Ke Intended Outcome Su orted: Ensure Well Designed Quality Capital Projects. Issue: Should the City Commission approve the assignment of Agreements with EDAW? Item Summa IRecommendation: The City of Miami Beach and EDAW, Inc. have entered into several Agreements for professional services for a number of Projects in the City. These Agreements include the Flamingo/Lummus Neighborhood Improvements, dated July 18, 2001; the Oceanfront Neighborhood Improvements, dated May 16, 2001 ; the Flamingo Park Renovations, dated May 5, 2004; the Botanical Gardens Renovations, dated December 3, 2004; Star, Palm, Hibiscus, Neighborhood Improvements, dated June 16, 2001; and others. On October 27, 2005, the City received a letter from EDAW, Inc. (EDAW) informing the City that they had entered into a merger Agreement on September 29,2005 with AECOM Technology Corporation, Inc. (AECOM) and subsidiaries with respect to the acquisition of EDAW by a merger of a subsidiary of AECOM with EDAW and a subsequent merger of the merged firms with another AECOM subsidiary (Attachment 1). The merged firms have become a wholly owned subsidiary of AECOM on the effective date stated above and will subsequently be known as EDAW II. The Agreements with the City require that EDAW provide written notice to the City of any changes or assignments of the Agreements and they have complied by means of the letter mentioned above. The Agreements also require that the final approval of the assignment of the Agreements be made by the Mayor and City Commission by means of a Resolution as stated in Paragraphs 3.5.2 and 3.5.3 of the Agreements (Attachment 2). The name of EDAW will be changed to EDAW II by Amendment as approved by Resolution. The new entity, EDAW II, will agree to assume all obligations under the Agreements and to be bound by all of the obligations under the existing professional services Agreements between EDAW and the City. Based on the aforementioned, the Administration recommends approval of the assignment of all A reements between the Cit of Miami Beach and EDAW, Inc. to the new mer ed firm of EDAW II. Advisory Board Recommendation: I N/A Financial Information: Source of Funds: OBPI Financial Impact Summary: City Clerk's Office Legislative Tracking: I TH 05\Dec0705\Consent\EDAW Agreeme ~ ..., MIAMI BEACH AGENDA ITEM DATE C7E. 1;'- 7-o~ ce MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachR.gov COMMISSION MEMORANDUM TO: Mayor David Dermer and Members of the City Commission FROM: Jorge M. Gonzalez, City Manager~ DATE: December 7, 2005 () ~ U SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACKNOWLEDGING THE MERGER BETWEEN EDAW, INC. AND AECOM TECHNOLOGY CORPORATION, INC., AND CONSENTING TO THE ASSIGNMENT OF ALL CURRENT AGREEMENTS BETWEEN EDAW, AS ASSIGNOR, AND THE CITY, TO THE NEW RESULTING MERGED FIRM OF EDAW II, AS ASSIGNEE. ADMINISTRATION RECOMMENDATION Adopt the Resolution. ANAL YSIS The City of Miami Beach and EDAW, Inc. have entered into several Agreements for professional services for a number of Projects in the City. These Agreements include the Flamingo/Lummus Neighborhood Improvements, dated July 18, 2001; the Oceanfront Neighborhood Improvements, dated May 16, 2001; the Flamingo Park Renovations, dated May 5, 2004; the Botanical Gardens Renovations, dated December 3, 2004; Star, Palm, Hibiscus, Neighborhood Improvements, dated June 16, 2001; and others. On October 27,2005, the City received a letter from EDAW, Inc. (EDAW) informing the City that they had entered into a merger Agreement on September 29, 2005 with AECOM Technology Corporation, Inc. (AECOM) and subsidiaries with respect to the acquisition of EDAW by a merger of a subsidiary of AECOM with EDAW and a subsequent merger of the merged firms with another AECOM subsidiary (Attachment 1). The merged firms have become a wholly owned subsidiary of AECOM on the effective date stated above and will subsequently be known as EDAW II. The merged firms will continue to provide the professional services in the Agreements with the City and they anticipate that the staff and management of EDAW will remain after the merger and that the merged firm of EDAW II will continue to provide the same quality of service with the same staff as previously provided by EDAW. The Agreements with the City require that EDAW provide written notice to the City of any changes or assignments of the Agreements and they have complied by means of the letter mentioned above. The Agreements also require that the final approval of the assignment of the Agreements be made by the Mayor and City Commission by means of a Resolution as stated in Paragraphs 3.5.2 and 3.5.3 of the Agreements (Attachment 2). The subject Resolution will serve to make the assignment of any and all Agreements existing between the City and EDAW to the new merged firm of EDAW II and the City Commission Memorandum December th, 2005 EDAW Agreements Assignment Page 2 of 2 Agreements will remain in full force and effect after the effective date of the Assignment stated above. The name of EDAW will be changed to EDAW II by Amendment as approved by Resolution. The new entity, EDAW II, will agree to assume all obligations under the Agreements and to be bound by all of the obligations under the existing professional services Agreements between EDAW and the City. CONCLUSION Based on the aforementioned, the Administration recommends approval of the assignment of all Agreements between the City of Miami Beach and EDAW, Inc. to the new merged firm of EDAW II. Attachments T:\AGENDA\2005\Dec0705\Consent\EDAW Assignment.doc EDAW , " EDAW INC October 27,2005 Via Federal Express City Manager 150 CHESTNUT STREET clo Assistant City Manager City of Miami Beach SAN FRANCISCO CALIFORNIA 1700 Convention Center Drive Miami Beach, FL 33139 94111 TEL 415 433 1484 FAX 415 788 4875 www.edaw.com UNITED STATES EUROPE. AUSTRALIA ASIA Dear Madam/Sir: EDA W, Inc., a California corporation ("EDA W") entered into a Merger Agreement on September 29, 2005, with ABCOM Technology Corporation ("AECOM") and certain of its subsidiaries with respect to the acquisition of EDA W by merger of a subsidiary of ABC OM with and into EDA W (the "Merger") and a subsequent merger of the surviving corporation of the Merger with and into another wholly-owned subsidiary of AECOM that is incorporated in Delaware (the "Second Merger"). On the effective date of the Merger and the Second Merger (the "Effective Date"), and as a result of the Merger and the Second Merger, EDA W will become a wholly owned Delaware subsidiary of AECOM ("EDA W II"). It is important to note that the staff and management of EDA Ware anticipated to remain after the Merger is consummated. and that other than corporate changes directly related to the transactions described above, very little change is anticipated to arise out of the Merger otherwise. EDA W will continue to be the quality service provider that it has always been, with the same breadth of mission and capacity. Pursuant to the professional services agreement entered into between EDA W and the City of Miami Beach and dated 7/18/01 (the" Agreement"), EDA W is required to provide you written notice of any assignment of the Agreement and to seek your written consent for such assignment. Accordingly, EDA W is requesting consent to the assignment by EDA W to EDA W II (operative as of the Effective Date) of all of ED A W's rights and obligations-under the Agreement, including those arising prior to the Effective Date pursuant to the Merger and the Second Merger (the "Assignment"). Furthermore, we are seeking your consent and agreement that EDA W II shall be substituted for all purposes for EDA W in relation to the Agreement and all matters related to the Agreement and performance thereunder. EDA W believes that this transaction is a natural and healthy step that will only enhance and deepen EDA W' s capacity to grow in its influence in the design and construction industry. EDA W is proud of its over 60 years of history, and equally proud of it relationship with the City of Miami Beach. We look forward to future business dealings together, and appreciate the trust and confidence that you have placed in our firm. By signing below, the City of Miami Beach gives its written consent to the Assignment and agrees that such Assignment does not constitute a breach of DESIGN, PLANNING AND ENVIRONMENTS WORLDWIDE ,4/Mehm~ No,.L EDAW , ' EDAW INC 150 CHESTNUT STREET SAN FRANCISCO CALIFORNIA 94111 TEL 415 433 1484 FAX 415 788 4875 www.edaw.com UNITED STATES EUROPE AUSTRALIA ASIA City of Miami Beach October 27, 2005 2of2 the Agreement and that the Agreement will remain in full force and effect until and after the Effective Date notwithstanding the Assignment. Please execute this letter where indicated below and fax it to 415.955.2955 to my attention no later than November 11, 2005. After making a copy for your records, please then send the original to: Brodie Stephens General Counsel EDAW,Inc. 150 Chestnut Street San Francisco, CA 94111 Thanks very much for your cooperation in this matter. We appreciate your assistance and interest in our continuing business relationship. Yours truly, @ Brodie Stephens General Counsel Cc: Capital Projects Coordinator, City of Miami Office of the City Attorney, City of Miami David Troncale, Business Manager Cc: EDA W Business Manager AGREEMENT AND CONSENT: City of Miami Beach Printed Name Title Signature Date DESIGN, PLANNING AND ENV!RONMENlS WORLDWiDE Flamingo Park I Property Manangement Yard Improvement Project July 2004 counseling services as may be required at any time for the Project, including such auditing services as the City may require to verify the Consultant's applications for payment or to ascertain that Consultant has properly remitted payment due to subconsultants or vendors working on the Project for which Consultant has received payment from the City. 3.4 The City shall furnish required information and services and render approvals and dec.isions in writing as reasonably expeditious as necessary for the orderly progress of the Consultant's Services. No approvals required by the City during the various phases of the Project shall be unreasonably delayed or withheld; provided that the City shall at all times have the right to approve or reject any proposed submissions of Consultant for any reasonable basis. 3.5 The City Commission shall be the final authority to do or to approve the following actions or conduct by passage of an enabling resolution or amendment to this Agreement. 3.5.1 The City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to this Agreement, except when noted otherwise (i.e., where delegated to the City Manager or his designee) in this Agreement. 3.5.2 The City Commission shall b~the body to consider, comment upon, or approve any assignment, sale, transfer or subletting of this Agreement or any interest therein and any subcontracts made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the majority of the stock of a corporate Consultant. 13 ArrAc/JMfNr )/!.;; Flamingo Park I Property Manangement Yard Improvement Project July 2004 3.5.3 All required City Commission approvals and authorizations shall be expressed by passage of an appropriate enabling resolution and, if an amendment, by the execution of an appropriate amendment to this Agreement. 3.5.4 The City Commission shall hear appeals from the administrative decision of the City Manager's appointed designee(s), upon the Consultant's written request, in which case the Commission's decision shall be final. 3.5.5 The City Commission shall approve or consider all Contract Amendments that exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). '3.6 The City Manager or his designee(s) shall serve as the City's representative to whom administrative requests for approvals shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the City Commission) to the Consultant. These authorizations shall include, without limitation: reviewing, approving, or otherwise commenting upon the schedules, plans, reports, estimates, contracts and other documents submitted to the City by the Consultant. 3.6.1 The City Manager shall decide, in his professional discretion, matters arising pursuant to this Agreement which are not otherwise expressly provided for in this Agreement, and shall attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of the Consultant's Services. The City Manager, in his administrative discretion, may consult with the City Commission concerning disputes or matters arising under this Agreement regardless of whether such matters or disputes are enumerated herein. 3.6.2 The City Manager shall be authorized, but not required, at the request of 14