HomeMy WebLinkAboutExhibit 1ASSIGNMENT AND ASSUMPTION OF CONSTRUCTION AGREEMENT
KNOWN BY ALL PERSONS BY THESE PRESENTS of this Assignment and Assumption of a
Construction Work Agreement for the Flagler Street Corridor Improvement Project B-40667
(hereinafter "the Agreement") originally entered into on December 10, 2004 between M.C.M.
Corporation, a for profit Florida corporation, which is a licensed general contractor (hereinafter
"Assignor") and the City of Miami, a Florida municipal corporation (hereinafter "City" or
"Owner"), through its Department of Capital Improvements and Transportation (hereinafter the
"Department"), having its principal offices at the Miami Riverside Center, 8th Floor, 444 SW 2nd
Avenue, Miami, FI. 33130-1910, which is hereby expressly and unconditionally assigned in part
by Assignor to the Related Group of Florida, Inc., a Florida for profit corporation, having its
principal offices at 201 S. Biscayne Blvd., Suite 105, Miami, FI. 33131 (hereinafter the
"Assignee", or "Related") subject to the consent of the City of Miami.
WRITTEN WITNESSETH:
WHEREAS, on or about December 10, 2004 the City of Miami ("City"), and the Assignor entered
into the above referenced Agreement which, as it may have been amended to date, is attached
hereto as Exhibit A 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
construction work on behalf of the City, subject to a not -to -exceed cumulative sum of
$9,112,046.50, among other limitations, and will expire three hundred and twelve (312) days
from the issuance of the Notice to Proceed, unless it is extended by the City; and
WHEREAS, §6.7, as amended, of the Agreement provides that the Agreement may be
assigned, subject to the consent of the other party; and
WHEREAS, the Assignor and the Assignee, have stipulated and agreed that, from the effective
date hereof, that a designated portion of the Agreement, (hereinafter referred to as "Assigned
Work" more particularly described in Exhibit B) is assigned and the Assignor is assigning all of
its obligation, right, title and interest in the Agreement to Assignee; and
WHEREAS, the Assignee is a renowned and reputable professional developer who employs
numerous licensed, bonded, certified and insured general contractors, operating throughout the
State of Florida, and is already working on numerous adjacent projects in Downtown Miami and
is very familiar with the site and its conditions; and
WHEREAS, the Assignee's applicable documentation has been reviewed and approved by the
Capital Improvement and Transportation Department, Purchasing and Risk Management
Divisions insofar as this department and these divisions determine that all applicable City
requirements are currently on file; and
WHEREAS, the Assignor and Assignee have secured the written consent of the City of Miami
pursuant to Resolution No. , adopted , 2005 in order to assign a portion of 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;
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NOW, THEREFORE, for value received, it is agreed and understood as follows:
1. RECITALS, INCORPORATION BY REFERENCE ASSIGNOR ACKNOWLEDGEMENT.
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. Assignor acknowledges it has been paid in full for all
services rendered and invoiced to the City to date and covenants not to sue the City of
Miami for any sums and to hold harmless, indemnify and defend at its own cost and
expenses the City of Miami, its officials and employees from any liabilities, damages,
losses and costs, including, but not limited to, reasonable attorney's fees, to the extent
caused by the negligence, recklessness or intentional wrongful misconduct of the
Assignor and/or Assignee.
2. ASSUMPTION BY ASSIGNEE The Assignee 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 Agreement dated December 10,
2004, 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, certificates of insurance,
payment/ performance bonds, licenses, registrations, certificates of competency, 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. Responsibilities of the Assignee shall include, without limitation:
a) Assignee will take over all construction elements shown on the plans for the Flagler
Street Corridor project between Biscayne Boulevard and NE 3`d Ave from the Flagler
Street Base Line of construction to the North Flagler Street Right of Way line (the
"Assigned Work"), as shown in the shaded area on the attached plan sheet labeled
Exhibit B. The only exclusion is the installation of the mast arm at the northwest
corner of Biscayne Boulevard and Flagler as shown on page 101 of the plan sheets
of the project, attached as Exhibit C.
b) Assignor and Assignee have conducted a field meeting to determine the appropriate
materials and quantities of each required to complete the Assigned Work as
described in the plans. Upon written acceptance of the required materials, Assignee
is responsible for storage and installation of such materials from the time of delivery
to final acceptance by the City. As depicted in Exhibit D; the material to be
transferred consists of 2,750 square feet of Granite Pavers valued at approximately
$19,058 at the time of the Agreement
c) Assignee will bear, at its sole cost and expense, all costs for labor, materials,
equipment, supervision, insurance, bonding, and other items required for the
Assigned Work, except for that material furnished by Assignor and the City.
d) Assignee will bear, at its sole cost and expense, all costs for labor, materials,
equipment, supervision, insurance, bonding, and other items required for the
Assigned Work, except for that material furnished by Assignor and the City.
e) Assignee will assume all responsibilities for the work, including workmanship quality
and any extra materials necessary to meet requirements of City's Contract
Documents and specifications associated with the Assigned Work described above.
f) Assignee will not remove the temporary fence installed within the project limits
specified above but will coordinate its activities with Assignor to minimize impact to
the balance of the Flagler Street project and Assignor will do likewise.
Assignee will adhere to all requirements of the Contract Documents regarding
manufacturers' warranties on all work including tiles for the sidewalks and ADA
ramps.
h) One (1) light pole will be removed by Assignor under this agreement (square non -
decorative black iron pole).
i) Assignee will provide to City a Performance Bond and Payment Bond within ten (10)
days of execution of this Agreement. The bond(s) will be in the amount of
$100,000.00. Said Amount has been determined by the City based in part on the
credit issued by Assignor for deleting the Assigned Work from its contract, and the
value of the materials supplied by Assignor and City. Any adjustments requested by
Assignee are subject to the City's approval. The form of the Performance and
Payment Bond is subject to the approval of the City's Risk Management
Administrator and shall be in compliance with the provisions of 255.05, Florida
Statutes. The City reserves the right to require an additional or replacement
performance and payment bond in an amount equal to one hundred percent (100%)
of the value of the Assigned Work at the time of performance.
Assignee will provide evidence of liability insurance in such form(s) and in amounts
acceptable to the City's Risk Management Administrator. The City will be named an
additional insured on all appropriate liability policies.
k) The time of completion for the Assigned Work will be thirty (30) months from the date
of this Agreement. Said period may be extended by City, upon determination by
Director of the Department that written justification submitted by Assignee requesting
such extension is warranted.
I) Failure to complete the work as specified above will require the City to withhold final
certificate of occupancy for Assignee's development project located at Biscayne
Blvd. and Flagler Street.
3. PROOF OF INSURANCE. The Assignee must furnish to the CITY'S Risk Management
Office for its review and written approval Certificates of Insurance evidencing that the
Assignee has the required insurance coverage currently in effect as was required of the
Assignor under the Agreement. The required insurance shall be maintained in operative
force and effect with the Assignee as the insured throughout the term of 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
Agreement from Assignor to Assignee on the express conditions that the Assignee
complies with the Agreement and this Assignment and Assumption Agreement. In
consenting to such assignment, the City discharges Assignor from the obligation to
perform the Assigned Work and only the Assigned Work, however the CITY reserves all
rights and remedies provided by law or equity and performance of the balance of the
Agreement dated December 10, 2004.
5. MISCELLANEOUS: Assignee and Assignor further agree that these Agreements will be
construed under the laws of the State of Florida and that venue in any civil action arising
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out of the Agreement or this Assignment shall be in Miami -Dade County, Florida. In
order to expedite any civil action arising between them as a result of these Agreements,
the parties will waive their right to demand a jury trial, or to institute permissive
counterclaims or to maintain claims for attorney's fees against the other parties
IN WITNESS WHEREOF, the undersigned have executedO05this Assignment and Assumption
Agreement this day of
Attest: Assignor: MCM, Corporation,
a for profit Florida corporation
Corporate Secretary
(Affirm Corporate Seal)
Attest:
Juan Munilla, President
Assignee: THE RELATED GROUP of
Florida, Inc., a for profit Florida
corporation
Corporate Secretary Joyce Bronson, Sr. Vice President
(Affix Corporate Seal)
ATTEST:
CONSENT BY:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Priscilla A_Thompson, City Clerk Joe Arriola, City Manager
Date:
APPROVED AS TO LEGAL FORM AND CORRECTNESS:
Jorge L. Fernandez, City Attorney
APPROVED AS TO Capital Improvement Requirements:
Mary H. Conway, Director
APPROVED AS TO INSURANCE / BONDING REQUIREMENTS:
Dania Carrillo, Risk Management Administrator