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Resolution
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Miami, FL 33133
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File Number: 08-01136 Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE ASSIGNMENT OF THE PROFESSIONAL SERVICES
AGREEMENT WITH BEA INTERNATIONAL CORPORATION/HUFF+GOODEN
ARCHITECTS, LLC TO BEA ARCHITECTS, INC./HUFF+GOODEN ARCHITECTS,
LLC FOR THE PROVISION OF ARCHITECTURAL AND ENGINEERING DESIGN
SERVICES FOR THE CITY OF MIAMI'S HISTORIC VIRGINIA KEY BEACH PARK
MUSEUM, PROJECT B-30508; AUTHORIZING THE CITY MANAGER TO EXECUTE
THE ASSIGNMENT, ASSUMPTION, AND RATIFICATION AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM.
WHEREAS, on October 12, 2006, pursuant to Resolution No. 06-0609, the Miami City
Commission ("City Commission"): (1) authorized the selection of the joint venture of BEA International
Corporation/Huff +Gooden Architects, LLC as the top -ranked proposer pursuant to Request for
Qualifications No. 05-06-081 ("RFQ") to provide professional architectural and engineering design
services for the Historic Virginia Key Beach Park Museum, Project B-30508 (the "B-30508 Project"),
and (2) authorized the City Manager through the Department of Capital Improvements and the
Executive Director of the Virginia Key Beach Park Trust ("Trust") to negotiate a professional services
agreement with the selected proposer; and
WHEREAS, on June 14, 2007, pursuant to Resolution No. 07-0357, the City Commission
accepted Fifteen Million, Five Hundred Thousand Dollars ($15,500,000) in funding for the Project
B-30508 from the Miami -Dade County Building Better Communities General Obligation Bond Program
(the "County's General Obligation Bond Program"); and
WHEREAS, on July 10, 2007, the City Commission adopted Resolution No. 07-0402, authorizing
the City Manager and the Executive Director of the Virginia Key Beach Park Trust to execute a
professional services agreement in an amount not to exceed One Million, Four Hundred and Sixty
Thousand Dollars ($1,460,000) with BEA International Corporation/Huff +Gooden Architects, LLC to
provide professional architectural and engineering design services for the Project B-30508; and
WHEREAS, BEA International Corporation, a Florida corporation ("BEA Intl" and "Assignor") on
April 29, 2008, entered into an Assignment for the Benefit of Creditors ("Assignment for Benefit of
Creditors") with Michael Phelan of Michael Moecker & Associates, Inc. ("Assignee"), and
subsequently the Assignee for the benefit of the creditors of BEA Intl on May 27, 2008, preliminarily
entered into a Purchase and Sale Agreement with BEAArchitects, Inc., a Florida corporation ("BEA
Architects" and "Buyer") subject to approval by anticipated court order; and
WHEREAS, on June 25, 2008, the Circuit Court of the Eleventh Judicial Circuit, Miami -Dade
County, Florida, Civil Division, in Case No. 08-24248 CA 27 entered an Order Approving Assignee's
Motion to Approve Sale of Assets Free & Clear of Liens and Claims (the "Court Order"); and
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File Number: 08-01136
WHEREAS, on September 10, 2008, the Assignee as Seller and BEA Architects as Buyer
completed the Purchase and Sale Agreement (the "Purchase and Sale Agreement") in accordance
with the Court Order; and
WHEREAS, the Court Order provides a mechanism whereby agreements of BEA Int'I are to be
assigned in connection with the Assignment for Benefit of Creditors through the Assignee to BEA
Architects, subject to the necessary approvals of the other parties to such agreements; and
WHEREAS, in accordance with the processes set forth by the Court Order: (1) BEA Int'I, the
Trust, and the City have entered into a Professional Services Agreement ("PSA") with BEA Int'I to
provide architectural and engineering design services ("Services") for the Project B-30508, and (2)
BEA Int'I, the Assignee as Seller, and BEAArchitects as Buyer have requested in connection with the
Assignment for the Benefit of Creditors, the Court Order, and the Purchase and Sale Agreement for
the City and the Trust to assign the PSA from BEA Int'I as a joint venture partner with Huff +Gooden
Architects, LLC ("Huff +Gooden") to BEAArchitects as a joint venture partner with Huff +Gooden;
and
WHEREAS, Huff +Gooden as the joint venture partner in the PSA has agreed to the requested
assignment from BEA Int'I to BEAArchitects; and
WHEREAS, all of the principals of BEA Int'I under the response to the RFQ and the PSA are also
now principals of BEAArchitects; and
WHEREAS, the PSA contains provisions stating that it shall not be transferred, pledged, sold,
delegated or assigned in whole or in part without the City's written consent and the Trust's written
consent; and
WHEREAS, the Trust and the City wish that BEAArchitects continue to provide the Services
under the PSA formerly provided by BEA Int'I, and the Board of Trustees of the Trust has consented
to the assignment at its November 3, 2008, meeting; and
WHEREAS, in order for BEAArchitects to continue to provide Services to the City and the Trust
for the B-30508 Project, it is necessary to assign the PSA with BEA Int'I/Huff +Gooden to BEA
Architects/Huff+Gooden;
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 Professional Services Agreement with BEA International
Corporation/Huff + Gooden Architects, LLC to BEAArchitects, Inc/Huff + Gooden Architects, LLC for
the provision of architectural and engineering design services for the City of Miami's Historic Virginia
Key Beach Park Museum, Project B-30508, is authorized.
Section 3. The City Manager is authorized{1} to execute the Assignment, Assumption, and
Ratification Agreement, in substantially the attached form.
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Section 4. This Resolution shall become effective immediately upon its adoption and signature of
the Mayor.{2}
Footnotes:
{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.
{2} 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.
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