HomeMy WebLinkAboutR-03-0208J-03-124
2/25/03
RESOLUTION NO. 03— 208
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE
ASSIGNMENT OF THE AGREEMENT BETWEEN THE CITY
OF MIAMI AND SPILLIS CANDELLA DMJM
("ARCHITECTURAL AGREEMENT") FOR ARCHITECTURAL
AND ENGINEERING SERVICES FOR THE WATSON
ISLAND AVIATION AND VISITORS CENTER PROJECT
("PROJECT") TO THE GREATER MIAMI CONVENTION
AND VISITORS BUREAU ("BUREAU"), EFFECTIVE
UPON EXPIRATION OF THE REVIEW PERIOD ON
JUNE 30, 2003, UNDER THE AMENDED AND RESTATED
FUNDING AND DEVELOPMENT AGREEMENT BETWEEN THE
CITY, THE BUREAU AND THE MIAMI SPORTS AND
EXHIBITION AUTHORITY FOR THE DEVELOPMENT OF
THE PROJECT; FURTHER AUTHORIZING THE CITY
MANAGER TO EXECUTE AN ASSIGNMENT AND
ASSUMPTION OF ARCHITECTURAL SERVICES
AGREEMENT, IN SUBSTANTIALLY THE ATTACHED
FORM, AND SUCH OTHER DOCUMENTS, IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE
NECESSARY TO EFFECTUATE SUCH ASSIGNMENT.
WHEREAS, pursuant to Resolution No. 97-537 adopted July 24,
1997, the City Manager executed an agreement with Spillis Candela
DMJM ("Architectural Agreement") for Architectural and
Engineering Services related to the Watson Island Aviation and
Visitors Center Project ("Project"); and
WHEREAS, the City, the Greater Miami Convention and Visitors
Bureau ("Bureau") and the Miami Sports and Exhibition Authority
have negotiated, and subject to City Commission approval, will
a t6 i fr-r Y »1�
CITY CO MMIS=K
MEETING OF
FEB ? 7 ?003
Resolution No.
03- 208
execute an Amended and Restated Funding and Development Agreement
which provides, among other things, for the Bureau to be
responsible for the construction of the Project, subject to
satisfaction of certain conditions prior to June 30, 2003
("Review Period"); and
WHEREAS, it is necessary to assign to the Bureau the
Architectural Agreement to perform its obligations under the
Amended and Restated Funding and Development Agreement; and
WHEREAS, the City and the Bureau have negotiated an
Assignment and Assumption of Architectural Agreement, in a form
acceptable to the City Attorney, to be executed upon the
expiration of the Review Period;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 2. The assignment of the Architectural Agreement
between the City and Spillis Candella DMJM ("Architectural
Agreement") to provide architectural and engineering services for
the Watson Island Aviation and Visitors Center Project
("Project") to the Greater Miami Convention and Visitors Bureau
("Bureau") is authorized, effective upon the expiration of the
review period on June 30, 2003, under the Amended and Restated
Funding and Development Agreement between the City, the Bureau
Page 2 of 3 03— 208
and the Miami Sports and Exhibition Authority for the development
of the Project.
Section 3. The City Manager is authorized -11 to execute
an Assignment and Assumption of Architectural Services Agreement,
in substantially the attached form, and such other documents, in
a form acceptable to the City Attorney, as may be necessary to
effectuate such Assignment.
Section 4. This Resolution shall become effective
immediately upon its adoption and signature of the Mayoral
PASSED AND ADOPTED this27th
ATTEST:
•
day of February , 2003.
APPROVE""ASZTO/FO� D CORRECTNESS �
VILARELLO
ITY
W69,10:tr:AS:BSS
1� The herein authorization is further subject to compliance with
all requirements that may be imposed by the City Attorney,
including but not limited to those prescribed by applicable City
Charter and Code provisions.
�� If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it
shall become effective immediately upon override of the veto by
the City Commission.
Page 3 of 3
03- 208
ASSIGNMENT AND ASSUMPTION OF
ARCHITECTURAL SERVICES AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF ARCHITECTURAL SERVICES
AGREEMENT (the "Assignment") is made as of _, 2003, by and between
CITY OF MIAMI, a municipal corporation of the State of Florida ("Assignor"), and GREATER
MIAMI CONVENTION AND VISITORS BUREAU, a Florida not-for-profit corporation
("Assignee").
Statement of Facts
WHEREAS, Assignor entered into that certain Professional Services Agreement dated
October 20, 1997 (the "Agreement") with Spillis, Candela & Partners, Inc. (n/k/a Spillis
Candela DMJM) (the "Architect") for the provision of professional services for the feasibility
plan, design, preparation of construction documents and construction administration of the
project know as the Regional Air Transportation Facility and Visitors Center on Watson Island in
the City of Miami, Florida (the "Project;
WHEREAS, Assignor and Assignee entered into that certain Amended and Restated
Funding and Development Agreement dated '2003 (as heretofore and
hereafter amended from time to time, the "Development Agreement"), pursuant to which, inter
alia, Assignee assumed responsibility for the development and construction of the Project,
subject to the terms and conditions of the Development Agreement; and
WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to
accept and assume from Assignor, all of Assignor's rights, title and interest in, to and under the
Agreement, pursuant to Section 4.1 of the Development Agreement and upon the terms,
covenants and conditions hereinafter set forth.
NOW, THEREFORE, for Ten ($10.00) Dollars and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, Assignor and
Assignee covenant and agree as follows:
1. Assignment and Assumption
a. Effective as of the date hereof (the "Effective Date"), Assignor hereby sells,
transfers, assigns, conveys, sets over and delivers to Assignee, all rights, title and interest of
Assignor in, to and under the Agreement, to have and to hold the same unto Assignee, its
successors and assigns, from and after the Effective Date, subject to all of the terms, covenants
and conditions of the Agreement.
b. Assignee hereby accepts the assignment described in Section 1(a) above and
assumes all obligations and liabilities of Assignor under the Agreement arising from and after the
Effective Date, and shall observe, perform and comply with (or shall cause to be observed,
performed and complied with) all of the terms, covenants and conditions of the Agreement on
1 03- 208
the part of the "City" thereunder to observe, perform and comply with from and after the
Effective Date.
C. Notwithstanding the foregoing assignment, Assignor and Assignee agree that (i)
Assignor shall remain liable for certain payment obligations to the Architect as more particularly
described in Article IV of the Development Agreement, and (ii) the party responsible for the
initial construction and/or any subsequent reconstruction of the Project (after a casualty or
otherwise) shall have full and unconditional right to use the Design Materials (as defined in the
Agreement) prepared by or under the direction of the Architect for the Project.
2. Representations
a. Assignor hereby represents to Assignee that (i) the copy of the Agreement
attached hereto as Exhibit A is a true, complete and correct copy of the Agreement, and that the
Agreement has not been amended or modified; (ii) the Agreement is in full force and effect and
Assignor has neither received nor given any notice of default thereunder which remains uncured
as of the date of this Assignment; (iii) the Architect's total fee for Basic Services (as defined the
Agreement) under the Agreement is $747,520, with $ of such Basic Services fee
having been paid to date, and (iv) the person signing this Assignment on behalf of Assignor has
been duly authorized to execute, acknowledge and deliver this Assignment, and all consents and
approvals required for the valid execution and delivery of this Assignment by Assignor have
been obtained.
b. Assignee hereby represents to Assignor that the person signing this Assignment
on behalf of Assignee has been duly authorized to execute, acknowledge and deliver this
Assignment, and all consents and approvals required for the valid execution and delivery of this
Assignment by Assignee have been obtained.
C. All representations, warranties, covenants, agreements and indemnities set forth
in, or made pursuant to, this Assignment shall remain operative and shall survive, without lapse,
the Effective Date and the execution and deliver of this Assignment.
3. Waiver of Trial by Jury
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ASSIGNOR AND
ASSIGNEE HEREBY IRREVOCABLY WAIVE ALL RIGHTS OF TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN
CONNECTION WITH THIS ASSIGNMENT, THE AGREEMENT OR ANY OTHER
MATTER ARISING HEREUNDER OR THEREUNDER.
4. Miscellaneous
a. This Assignment shall be governed by and construed in accordance with the laws
of the State of Florida applicable to agreements made and to be performed in that State.
2 03- 208
b. This Assignment may not be changed orally, and shall be binding upon and inure
to the benefit of the parties to it, their respective successors and assigns. If any provision of this
Assignment, or its application to any situation, shall be invalid or unenforceable to any extent,
the remainder of this Assignment, or the application thereof to situations other than that as to
which it is invalid or unenforceable, shall not be affected thereby, and every provision of this
Assignment shall be valid and enforceable to the fullest extent permitted by law.
C. This Assignment shall be construed without regard to any presumption or other
rule requiring construction against the party causing this Assignment to be drafted. In the event
of any action, suit, arbitration, dispute or proceeding affecting the terms of this Assignment, no
weight shall be given to any deletions or striking out of any of the terms of this Assignment
contained in any draft of this Assignment and no such deletion or strike out shall be entered into
evidence in any such action, suit, arbitration, dispute or proceeding nor given any weight therein.
d. The captions and headings in this Assignment are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope of this
Assignment or the intent of any provision hereof.
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the date first above written.
ATTEST:
Priscilla A. Thompson, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS
Alejandro Vilarello
City Attorney
ASSIGNOR:
THE CITY OF MIAMI, a municipal
corporation of the State of Florida
By: _
Name:
Title
ASSIGNEE:
GREATER MIAMI CONVENTION AND
VISITORS BUREAU, a Florida not-for-
profit corporation
3 03- 208
LWA
William D. Talbert, III
President and CEO
CONSENT TO ASSIGNMENT
Spillis Candela DMJM hereby consents to the foregoing assignment and agrees to add the
Greater Miami Convention and Visitors bureau, a Florida not-for-profit corporation, as
additional insured in all policies required to be maintained under the Agreement.
Spillis Candela DMJM
4 03- 208
---------------------------
EXHIBIT A
PROFESSIONAL SERVICES AGREEMENT
(Follows immediately)
5 03- 208
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: The Honorable Mayor and Members
the City !mmissioner
ck�r
FROM =Joe Arriola
�Ct of Administrator/City Manager
DATE : FE R L n 2003 FILE:
SUBJECT:
Resolution Authorizing the Assignment of
Spillis Candella DMJM, Architectural contract:
REFERENCES:
ENCLOSURES:
RECOMMENDATION
It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the
assignment of the contract between the City of Miami and Spillis Candella DMJM for the provision of
architectural and engineering services for the Watson Island Aviation and Visitors Center Project, to the
Greater Miami Convention and Visitors Bureau (The Bureau), effective upon expiration of the review
period under the Amended and Restated Funding and Development Agreement between the City, the
Bureau, and the Miami Sports and Exhibition Authority. The legislation further authorizes the City
Manager to execute all necessary documents for this purpose.
BACKGROUND
Pursuant to Resolution No. 97-537 adopted July 24, 1997, the City Manager executed an agreement on
September 15, 1997 with the firm of Spillis Candella DMJM to provide architectural and engineering
services to the Department of Economic Development, in connection with the planning and design of the
Watson Island Aviation and Visitors Center Project. The consultant was selected based on qualifications
submitted in response to the City's solicitation.
The City, the Bureau and the Miami Sports and Exhibition Authority have negotiated and, subject to
Commission approval, will execute an Amended and Restated Funding and Development Agreement,
which provides, among other things, for the Bureau to be responsible for the construction of the project,
subject to satisfaction of certain conditions. It will be necessary to assign to the Bureau the Architectural
Agreement in order to perform its obligations under these agreements.
Financial Impact: There is no negative financial impact to the City.
JA/ H/ / /C
03- 208