HomeMy WebLinkAboutExhibitACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT
This Acceptance of Assignment and Assumption of Contract ("Acceptance") is entered
into this day of , 20 , between the City of Miami, a
Florida municipal corporation ("City"), A&P Consulting Transportation Engineers Corp., a Florida
profit corporation ("Assignor'), and CHA Consulting, Inc., a foreign profit corporation authorized
to conduct business in Florida ("Assignee"), with its principal place of business located at 575
Broadway, Albany, New York 12207 (collectively referred to as the "Parties").
RECITALS
WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended
("City Code"), the City Manager approved the award of Request for Qualifications ("RFQ") No. 16-
17-063 for the provision of Civil Engineering Services for Miscellaneous Projects to the Consultant
("Contract"); and
WHEREAS, on August 16, 2018, the Contract was executed between Assignor and the City;
and
WHEREAS, on February 7, 2022, the Assignee entered into a Purchase Agreement with the
Assignor; and
WHEREAS, Assignee has acquired and assumed the Assignor's business interests, rights,
and responsibilities pursuant to said Purchase Agreement; and
WHEREAS, on June 27, 2022, the City received a letter of consent from Assignor, attached
hereto as Exhibit "A," to assign, transfer, and convey all contracts to Assignee; and
WHEREAS, pursuant to Article 10.03 of the Agreement, titled "Successors and Assigns," said
Agreement "shall not be transferred, pledged, sold, delegated, or assigned, in whole or in part, by
the Consultant without the written consent of the City, acting by and through, its City Commission;"
and
WHEREAS, the City Commission, pursuant to Resolution No. , adopted
on , 2022, granted approval and consented to the assignment of the
Contract upon the terms and conditions herein;
NOW, THEREFORE, in consideration of the mutual obligations expressed herein, and for
other good and valuable consideration, the adequacy of which is hereby acknowledged, the City
and Assignee enter into this Acceptance and agree as follows:
TERMS:
1. RECITALS: The recitals herein are true and correct and are hereby incorporated into
and made a part of this Acceptance.
Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting,
Inc. for Civil Engineering Services for Miscellaneous Projects
2. CITY'S CONSENT: The City hereby acknowledges and consents to this Acceptance
and the assignment of the Contract between the City and CHA for the provision of Civil
Engineering Services for Miscellaneous Projects contingent upon acceptance of the following
terms:
(1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over
its entire rights, and delegates its entire obligations under the Contract to Assignee
(2) Assignee hereby accepts the assignment and assumption of the Contract from
Assignor and acknowledges and represents to the City that it will abide by and
assume each and every term, obligation, and condition of the Contract, including,
but not limited to, each and every responsibility, duty, and obligation of Assignor
set forth in the Contract, on or subsequent to the date of this Acceptance.
(3) By execution of this Acceptance, the Assignee agrees to the terms and conditions
and provisions contained in the Contract and herein.
3. NOTICES: All notices or other communications required under this Amendment shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other party at the address indicated herein or to such other
address as a party may designate by notice given as herein provided. Notice shall be deemed
given on the day on which personally delivered; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
To Assignee
John Hensley, Jr.
Infrastructure Sector President/Executive
Vice President
CHA Consulting, Inc.
8935 NW 35th Lane, Suite 200
Doral, FL 33172
Email: jhensleyCa)-chacompanies.com
Phone: 305-592-7283
To the City
Arthur Noriega V
City Manager
City of Miami
3500 Pan American Drive
Miami, FL 33133
With copies to:
Victoria Mendez
City Attorney
City of Miami
444 SW 2nd Avenue, Suite 945
Miami, Florida 33130
Annie Perez, CPPO
Director of Procurement
City of Miami
444 SW 2nd Avenue, 6th Floor
Miami, FL 33130
2
Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting,
Inc. for Civil Engineering Services for Miscellaneous Projects
4. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically
changed herein, and any amendment or addendum thereto, shall remain in full force and effect
through the extended term.
5. COUNTERPARTS, ELECTRONIC SIGNATURES: This Amendment may be executed in
counterparts, each of which shall be an original as against either Party whose signature appears
thereon, but all of which taken together shall constitute but one and the same instrument. An
executed facsimile or electronic scanned copy of this Agreement shall have the same force and
effect as an original. The parties shall be entitled to sign and transmit an electronic signature on
this Amendment (whether by facsimile, PDF, or other email transmission), which signature shall
be binding on the party whose name is contained therein. Any party providing an electronic
signature agrees to promptly execute and deliver to the other parties an original signed
Amendment upon request.
6. SIGNATURE AUTHORITY: The individuals executing this Acceptance on behalf of the
Assignor, the Assignee, and the City represent that they have the full authority to execute this
document on behalf of the entity for which they represent.
[SIGNATURE PAGE FOLLOWS]
Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting,
Inc. for Civil Engineering Services for Miscellaneous Projects
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their respective officials thereunto duly authorized, this the day and year above written.
ATTEST:
Print Name: m i rn n a r k A. P l a-m
Title:
(Corporate Seal) `���Q�SLILTI,NC'�.,f
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ATTEST: 'j'�����'+►+u, r r *,,,,+�'"'*.
By: --e� �--,
Print Name: U i k Ki G 'DA►v,-z f
Title:
(Corporate Seal)
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4
"Assignee"
CHA CONSULTING, INC., a foreign profit
corporation authorized to conduct business
in Florida
By:
G�
Print Name: J eJ.-s h tj eA ri ej , J r,
Title: Ex-e &Girt% v-e V 1 u P re If-, ILL VJ-r
(Authorized Corporate Officer)
"Assignor"
A&P Consulting Transportation
Engineers Corp., a profit corporation
authorized to conduct business
in Florida
y
Print Name: J n ),, v% � � ►� , J r,
Title: P r--P •r i A-
(Authorized Corporate Officer)
Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting,
Inc. for Civil Engineering Services for Miscellaneous Projects
ATTEST:
0
Todd B. Hannon, City Clerk
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
Victoria Mendez
City Attorney
CITY OF MIAMI, a Florida municipal
corporation
Arthur Noriega V, City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe
Risk Management Director
EXHIBIT "A"
June 15, 2022
Via E-mail Only
Arthur Noriega, City Manager
Office of the City Manager
City of Miami
44 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130-1910
anoriega@miamigov.com
Annie Perez, CPPO, Director
Department of Procurement
City of Miami
44 S.W. 2nd Avenue, 6th Floor
Miami, Florida 33130-1910
annieperez@miamigov.com
Victoria Mendez, City Attorney
Office of the City Attorney
City of Miami
44 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130-1910
victoriamendez@miamigov.com
Dear Ladies and Gentlemen:
As indicated by letter to you dated March 1, 2022, A&P Consulting Transportation Engineers Corp. ("A&P") was
acquired by CHA Consulting, Inc. ("CHA") earlier this year. CHA is an innovative, full -service engineering consulting
and construction management firm delivering sustainable, integrated solutions to the world's most challenging
infrastructure projects. With decades of experience, we bring inspired talent, forward -leaning technology, and
essential partnerships to meet our clients' evolving needs. The addition of A&P to our team brings CHA's headcount
in the state of Florida to over 150 employees, effectively expanding CHA's infrastructure team and capabilities to
support the growing needs of our collective transportation and water/wastewater clients.
Effective July 2, 2022, A&P will be fully integrated into CHA. CHA and A&P would like to assign A&P's active
contracts to CHA effective as of that date. The professionals providing the services under those contracts will
remain the same; the resources they can call upon, however, will expand significantly. If you consent to the
assignment, please have the appropriate person execute the attached document and return a PDF copy to Nikki C.
Dames, Assistant General Counsel, via e-mail at ndames@chacompanies.com. She is also available to answer any
assignment -related questions you may have.
8935 NW 35th Lane, Suite 200, Doral, FL 33172
6 T 305.592.7283 & www.chacompanies.com
EXHIBIT "A"
Our goal is to make this transition as seamless as possible for you. If you have any questions regarding CHA's
acquisition of A&P or the services CHA can offer, please contact Eithel Sierra by telephone at Direct: (786) 257-3118
or by e-mail at emsierra@apcte.com.
Sincerely,
A&P CONSULTING TRANSPORTATION
ENGINEERS CORP.
�! b, pe
Antonio G. costa
CHA CONSULTING, INC.
k 4 //
John Hensley, Jr.
Vice President Infrastructure Sector President
Executive Vice President
cc: Angel R. Carrasquillo, PE, Director (acarrasquillo@miamigov.com, via e-mail only)
Office of Capital Improvements
EXHIBIT "A"
CONSENT TO ASSIGNMENT OF CONTRACTS
City of Miami hereby consents to the assignment of the following agreements, and any task orders or work
assignments issued underneath them, from A&P Consulting Transportation Engineers Corp. to CHA Consulting, Inc.,
effective July 2, 2022:
Agreement Name
Professional Services Agreement (RFQ No. 20-21-011)
Date
st 17, 2022
Professional Services Agreement (RFQ
No. 20-21-005)
May 19, 2022
Professional Services Agreement (RFQ
No. 18-19-012)
October 25, 2019
Professional Services Agreement (RFQ
No. 17-18-026)
August 14, 2019
Professional Services Agreement (RFQ
No. 17-18-031)
August 14, 2019
Professional Services Agreement (RFQ
No. 16-17-063)
August 16, 2018
City of Miami
-32
(Signature)
Na me:
Title:
Date:
Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting,
Inc. for Civil Engineering Services for Miscellaneous Projects
EXHIBIT "B"
CORPORATE RESOLUTION
(This Resolution must authorize the signatory to sign)
WHEREAS, CHA Consulting, Inc., a foreign profit corporation authorized to conduct
business in Florida ("Corporation"), desires to enter into this Acceptance of Assignment
Amendment ("Amendment") with the City of Miami, a Florida municipal corporation ("City"), for
the purpose of performing the work described therein this Amendment to which this corporate
resolution is attached; and
WHEREAS, the Corporation's Board of Directors at a duly held corporate meeting has
considered the matter in accordance with the bylaws of the Corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE CORPORATION'S BOARD OF
DIRECTORS that the Corporation is authorized to enter into this Amendment with the City, and
the Corporation's Executive Vice President and the Secretary are hereby authorized and directed
to execute the Amendment in the name of the Corporation and to execute any other document
and perform any acts in connection therewith as may be required to accomplish its purpose.
IN WITNESS WHEREOF, this is"r day of s�-reb�v2022.
r H Yl--\ L o }i C � t--r L hQ , I r, c. (Corporation)
A i\ -P-\/v Ya v- ;,-� (State) corporation
(sign)
Print Name: M c a 1 14 • 'P I A,"- ,
TITLE: .-Ce c t a -r r �
d.K 41,Z (sign)
Print Name: � i o�x n
tfXeGu1-0QZ- \IiGt f'reJio(Q v,7'
w
Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting,
Inc. for Civil Engineering Services for Miscellaneous Projects
EXHIBIT "C"
CITY OF MIAMI
RESOLUTION NO. XXXXXXX
10