HomeMy WebLinkAboutexhibit6ASSIGNMENT AND ASSUMPTION OF PROFESSIONAL SERVICES AGREEMENT
KNOW BY ALL PERSONS BY THESE PRESENTS of this Assignment and Assumption of
a Professional Services Agreement for General Engineering Services (hereinafter "the
Agreement") originally entered into between the Kunde, Sprecher and Associates, Inc., a
Florida corporation, (hereinafter "Assignor") and the City of Miami, a Florida municipal
corporation.; (hereinafter "City") which is hereby expressly and unconditionally assigned by
Assignor to the Assignee, subject to the consent of the City.
WITNESSETH:
WHEREAS, on or about May 15 , , 2002 the City of Miami ("City"), and the Assignor
entered into the above referenced Agreement which is attached hereto as an Exhibit and
incorporated by reference herein as if fully recited in this Assignment and Assumption of a
Professional Services Agreement; and
WHEREAS, the Agreement provides terms and conditions for the Assignor to perform
Professional Engineering Services on behalf of the City, subject to a not -to -exceed cumulative
fee of S700,000, among other limitations, and will expire three (3) years from its commencement
date, unless it is renewed for one (1) additional year by the City; and
WHEREAS, the Assignor, Kunde, Sprecher and Associates, Inc. has been sold to the Assignee,
Edwards and Kelcey, Inc., whom is the successor in interest to the Assignor and the Assignor is
assigning all of its obligation, right, title, and interest in the Agreement to Assignee; and
WHEREAS, the Assignee is a nationally renowned and reputable professional Engineering firm,
whom is already listed among the pre -qualified Professional Engineering firms engaged by the
City; and
WHEREAS, the Assignee's applicable documentation has been reviewed and approved by the
Purchasing and Risk Management Divisions insofar as these divisions determine that all
applicable City requirements are currently on file; and
WHEREAS, the Assignor and Assignee must secure the written consent of the City of Miami in
order to assign the Agreement; and
WHEREAS, the City being duly advised in the premises, is willing to grant its written consent to
the Assignment of the Agreement pursuant to the terms and conditions set forth herein;
NOW. THEREFORE. for value received it is agreed and understood as follows:
1. RECITALS, INCORPORATION BY REFERENCE. All of the above recitals are
true and correct in all respects. All of the documents referenced herein are deemed as being
expressly incorporated by reference herein as though set forth in full herein.
2. ASSUMPTION BY ASSIGNEE. The Assignee, Edwards and Kelcey, Inc., a
Foreign corporation. authorized to do business in this State, having its principal place of business
at 7300 North Kendall Drive.
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Suite 400, Miami, Fl. 33156, agrees and represents to the City, that the Assignee assumes and
will faithfully perform all of the terms assumed, or to be performed or discharged by the
Assignor under its Professional Services Agreement dated May 15 , 2002, as may have
been amended to date. The Assignee agrees to be bound by all the terms and conditions of the
Agreement to be performed by Assignor and further agrees to be bound to promptly provide to
the City any documentation, data or reports due under the Agreement which have been requested
by the City prior to the instant date, at any time during the term of the Agreement and for
three(3) years thereafter.
3. - PROOF OPTNSUR NCE. The Assignee has furnished -to the Risk anagement
Division for its review and approval Certificates of insurance evidencing that the Assignees have
the required insurance coverage currently in effect as was required of the Assignor under the
Agreement. The Certificates .of Insurance are attached hereto and made a part hereof as though
set forth in full herein.
4. CONSENT BY THE CITY. The City hereby consents to the assignment of this
Professional Services from Assignor to Assignee on the express conditions that the Assignee
complies with the. Agreement and this Assignment and Assumption Agreement. Assignee
further agrees that this instrument will be construed under the laws of the State of Florida and
that venue in any civil action arising out of the Agreement or this Assignment shall be in Miami -
Dade County, Florida and that in order to expedite any civil action arising between them as a
result of these contracts, that they will waive their right to demand a jury trial, or to institute
permissive counterclaims or claims for attorney's fees against the other parties.
IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption
Agreement of the Agreement this . day of;Ll�, 2003.
ASSIG
By:
President
Robert C. Sprecher, P.E.
Kunde Sprecher and Assoc.,
ASSIGNEE:
,�-
By:
CEO
Inc.
Attest:
Corporate Secretary (Affirm Corporate Seal)
Attest:
Corporat Secretary (Afli Corporate Seal)
Witness:
r,)a.'L.er
WiTr ess:
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STATE OF FLORIDA )
COUNTY OF DADE )
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BEFORE ME, the undersigned authority, personally appeared f1,06t
to me well known, who did not take an oath, and says that he/she has executed the foregoing
Agreement, and the facts contained therein are true and correct to the best of his/her knowledge
and belief based upon personal knowledge.
SWORN TO AND SUBSCRIBED before me on this 3 »i day of
, 2003,
My Cornmis ' £x7rrres
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?C! A A; EXPI1.,.:•i: Aug 4, 2003
1.8001NOTAPY Fit Nnlary Sernce 8 Bandrq Co
PRIN I ED, STAMPED OR
NAME OF NOTARY PUBLIC
CONSENT BY:
ATT
- : Priscilla A. Thomp on, Ci Clerk
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
CITY
By:
Date
APPRO T o ORM AND CORRECTNESS:
dro Vilarello, City Attorney
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APPROVED AS
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Risk Mana2er
T °� • • NCE REQUIREMEN
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Arriola, City Manager
FEB 2 4 2003
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