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HomeMy WebLinkAboutReso 2014-2259RESOLUTION NO. 2014.1z2 q A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING THE SECOND AMENDMENT AND CONSENT TO ASSIGNMENT BETWEEN THE CITY OF SUNNY ISLES BEACH, FLORIDA, 4M INVESTORS LLC, ( "ASSIGNOR "), INTERNATIONAL GENERAL CONTRACTOR INC. ( "FIRST ASSIGNEE ") AND AXIOMA 3 INC. ( "ASSIGNEE ") ATTACHED HERETO AS EXHIBIT "A "; AUTHORIZING THE MAYOR TO EXECUTE SAID SECOND AMENDMENT AND CONSENT TO ASSIGNMENT; PROVIDING THE CITY MANAGER AND THE CITY ATTORNEY WITH THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach, Florida (the "City "), and 4M Investors LLC ( "Assignor /Contractor ") entered into a Design —Build Agreement dated July 21, 2011 (the "Agreement ") to build the Gateway Park located on Sunny Isles Beach Boulevard; and WHEREAS, the Agreement allows the Parties to assign and/or transfer the Agreement with prior written consent of the City; and WHEREAS, the Agreement also details the insurance the Contractor must secure as a condition to performance under the Agreement; and WHEREAS, Assignor desires to assign and Axioma 3 Inc. ( "Assignee ") desires to assume all of Assignor's rights and obligations for the insurance requirements of the Agreement as of the Effective Date of the original Agreement; and WHEREAS, International General Contractor Inc. ( "ICG ") desires to assign (as first Assignee of the entire Agreement and now Assignor for this assignment) and Axioma 3 Inc. (as the second Assignee) desires to assume all of ICG's rights and obligations for the professional liability (errors and omissions) insurance requirements as of the Effective Date of the original Agreement; and WHEREAS, the City desires to provide its consent to this assignment. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of the Second Amendment and Consent to Assi ng ment. The Second Amendment and Consent to Assignment between City, Assignor, and Assignee, attached hereto as Exhibit "A ", is hereby approved. Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Second Amendment and Consent to Assignment between City, Assignor, and Assignee, in substantially the same form as the attached Exhibit "A ". Page 1 of 2 Section 3. Authorization of City Manager and City Attorney. The City Manager and City Attorney are hereby authorized to do all things necessary to effectuate the terms of this Resolution. Section 4. Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 101 *K day of '�J U Q F_ 2014. ATTEST: C—<)aw _� �L� Jane A. Hines, City Clerk, MMC APPROVED AS TO FORM ANktE -GAL SUFFICIENCY: City Attorney Vote: 6 =D Mayor Edelcup Vice Mayor Aelion Commissioner Gatto Commissioner Levin Commissioner Scholl C Moved by: l_.Omn SC.1- EbL_L_ Seconded by: L <iw 1 6 Page 2 of 2 b/ (Yes) (No) (Yes) (No) (Yes) (No) Yes) (No) (Yes) (No) SECOND AMENDMENT AND CONSENT TO ASSIGNMENT THIS SECOND AMENDMENT AND CONSENT TO ASSIGNMENT ( "Assignment ") is made as of this 10th of June, 2014 and shall be effective as of the Effective Date (as defined herein) by and among THE CITY OF SUNNY ISLES BEACH, FLORIDA (hereinafter "CITY"), 4M INVESTORS LLC (hereinafter "CONTRACTOR" and/or "ASSIGNOR "), INTERNATIONAL GENERAL CONTRACTOR INC. (hereinafter "ASSIGNEE" of entire Contract or "ICG ") and AXIOMA 3 INC. (hereinafter "ASSIGNEE" or "AXIOMA ") hereinafter collectively referred to as Party or Parties. WITNESSETH WHEREAS, the CITY and ASSIGNOR are parties to Design -Build Agreement ( "Agreement ") executed on July 21, 2011, a full and complete copy of which is attached hereto and incorporated herein as Exhibit A; and WHEREAS, Section 18.2 of the Agreement allows the Parties to assign and /or transfer the Agreement with prior written consent of the CITY; and WHEREAS, Section 10.4 of the Agreement details the Insurance the CONTRACTOR must secure as a condition precedent to performance under the Agreement; and WHEREAS, ASSIGNOR desires to assign and AXIOMA (as ASSIGNEE) desires to assume all of ASSIGNOR'S rights and obligations under Section 10.4 of the Agreement as of the Effective Date of the original Agreement; and WHEREAS, ICG desires to assign (as first ASSIGNEE of the entire Agreement and now ASSIGNOR for this assignment) and AXIOMA (as the second ASSIGNEE) desires to assume all of ICG'S the rights and obligations under Section 10.4.3.1 (Professional Liability (Errors and Omissions) Insurance) of the Agreement as of the Effective Date of the original Agreement; and WHEREAS, the CITY desires to provide its consent to the assignment; and NOW, THEREFORE, in consideration of the terms and conditions contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. The above - referenced recitals are true and correct and are incorporated herein. 2. Assignment. ASSIGNOR hereby assigns to AXIOMA (as ASSIGNEE) all of ASSIGNOR'S right, title and interest in, to and under Section 10.4.3.1 of the Agreement (and all associated clauses, provisions, terms and conditions of the entire Agreement necessary to effectuate the duties under Section 10.4.3.1) and AXIOMA (as ASSIGNEE) hereby assumes all of those duties, obligations and liabilities of ASSIGNOR and ICG (as first ASSIGNEE) as of July 21, EXHIBIT "A" 2011, the Effective Date of the original Agreement to be performed under Section 10.4.3.1 of the terms of the original Agreement as if the ASSIGNEE had been the original signatory. 3. Upon execution of this Assignment, AXIOMA (as ASSIGNEE) shall be deemed the CONTRACTOR for the PROJECT for all purposes associated with Section 10.4.3.1 and any and all claims that are related to or arise under or are affected by the language under Section 10.4.3.1 can be made and/or filed with the Insurance to be maintained by AXIOMA. 4. This Assignment shall be binding upon, be enforceable against, the ASSIGNOR and AXIOMA (as ASSIGNEE) and inure to the benefit of the CITY. 5. The Parties expressly agree that neither the ASSIGNOR nor ICG (as the first ASSIGNEE of the entire Agreement) shall not be released from any and all duties, obligations and/or liabilities arising under or related to the Agreement. 6. The CITY hereby consents to the foregoing Amendment to the original Agreement and this Assignment. 7. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the conflicts of law or choice of law provisions thereof. 8. The Parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature. 9. This Second Amendment and Consent to Assignment shall be deemed fully executed on the date that the last Party signs it. IN WITNESS WHEREOF, CITY, ASSIGNOR AND ASSIGNEE signed this Contract in triplicate. REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK Page 2 of 5 ATTEST: ",-� � �L� Jane A. Hines, MMC, City Clerk FORM: Attorney CITY OF SUNNY ISLES BEACH, FLORIDA 4M Investors,, LLC, a Florida limited liability company (" IGNOR ") Signature Print Title �4ti ,461X 4M INVESTORS, LLC Signed and dated this 0 day of '2014. STATE OF FLORIDA ) COUNTY OF MIAMI -DADE ) Th�regoing rument was acknowledged before me this � day of 2014, by 06,I who is personally known _ to me or ho has produced as identification. 4 r, acs ��: (sgna re of tary Public -State of Florida) it (Print, Type or Stamp Commissioned Name of Notary Public, Commission Number and Expiration Date of Commission.) Page 3 of 5 INTERNATIONAL GENERAL CONTRACTORS INC. ( "ASSIGNEE/ASSIGNOR ") /,�_d Signature �0sE,0`11 1rl_rolV Print Title INTERNATIONAL GENERAL CONTRACTORS INC. Signed and dated this ��day of 2014. STATE OF FLORIDA ) COUNTY OF MIAMI -DADE ) The�regoing i ment was acknowledged before me this -�/ - who is personally known /i as identification. tt "F1I? BRQUEU�NC I day of 2014, by to me or o has produced 0 (Si ature of No Public - State of Florida) (Print, Type or Stamp Commissioned Name of Notary Public, Commission Number and Expiration Date of Commission.) Page 4 of 5 AXIOMA 3 INC. ( "ASSIGNEE") Signature Print Title AXIOMA 3 INC. G� Signed and dated this day of 2014. STATE OF FLORIDA COUNTY OF MIAMI -DADE ) The forego' g iiytTment was acknowledged before me this /Z/-:day w- who is personally known to me as identification. of 2014, by who has produced otary Public - State of Florida) (Print, Type or Stamp Commissioned Name of Notary Public, Commission Number and Expiration Date of Commission.) Page 5 of 5 10.3 Duty to Substitute Surety. If the surety on any Bond furnished by CONTRACTOR is declared banlanipt or becomes insolvent or its right to do business is terminated in the State of Florida or it ceases to meet the requirements of other applicable laws or regulations, CONTRACTOR shall within seven (7) days thereafter substitute another bond and surety, both of which must be acceptable to CITY. 10.4 Insurance. 10.4.1 UPON EXECUTION OF THE CONTRACT, THE CONTRACTOR SHALL SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING THE REQUIRED COVERAGES AND SPECIFICALLY PROVIDING THAT THE CITY OF SUNNY ISLES BEACH IS AN ADDITIONAL NAMED INSURED RESPECT TO THE REQUIRED COVERAGE AND THE OPERATIONS OF THE CONTRACTOR UNDER THE CONTRACT. The certificates of insurance shall not only name the types of policies provided, but shall also specifically refer to this Agreement and shall state that such insurance is as required by Article 9 and its subparts of this Agreement. CONTRACTOR shall not commence work under this Agreement until after CONTRACTOR has obtained all of the minimum insurance herein described and the policies of such insurance detailing the provisions of coverage have been received and approved by CITY. CONTRACTOR shall not permit any subcontractor to begin work until after similar minimum insurance to cover subcontractor has been obtained and approved. In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the term of this Agreement, then in that event, CONTRACTOR shall furnish, at least thirty (30) calendar days prior to expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage and extension thereunder is in effect. CONTRACTOR shall not continue to perform the services required by this Agreement unless all required insurance remains in full force and effect. 10.4.2 insurance Companies selected must be acceptable the CITY. All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded shall not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to CITY by certified mail. 10.4.3 The CONTRACTOR shall procure and maintain at its own expense and keep in effect during the full term of the Contract a policy or policies of insurance which must include the following coverage and minimum limits of liability: 10.4.3.1 Professional Liability (Errors and Omissions) Insurance for architectural and engineering services and the services of any other professional used in the performance of the work of this Agreement in the amount of $1,000,000.00 with a deductible (if applicable) not to exceed $5,000.00 per claim. The certificate of insurance for professional liability shall reference any applicable deductible and the work of this Agreement. 10.4.3.2 Worker's Compensation Insurance for statutory obligations imposed by Worker's Compensation or Occupational Disease Laws, including, where applicable, the United States Longshoremen's and Harbor Workers Act, the Federal Employers' Liability Act and the 20 i Ell Client #: 1050557 AXIOM3 ACORD,. CERTIFICATE OF LIABILITY INSURANCE F6WfE (MM/DD/YYYY) 6/16/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI Insurance Services, LLC, 1715 N. Westshore Blvd. Suite 700 CONTACT NAME: PHONE g13 321 -7500 AX Lo Ext : ac, No): 813 321 -7525 MA ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Tampa, FL 33607 INSURER A: Travelers Indemnity Company of 25682 INSURED INSURER B: Wesco Insurance Company 25011 Axioma 3 Inc. X COMMERCIAL GENERAL LIABILITY I 7418 SW 48th Street INSURER C : pAMAGE TO RENTED PREMISES Ea occurrence Miami, FL 33155 INSURER D: CLAIMS -MADE Ex:1 OCCUR INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM /DD LIMITS A GENERAL LIABILITY 6609486M670 2/01/2014 02/01/201 EACH OCCURRENCE $110001000 X COMMERCIAL GENERAL LIABILITY I pAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 CLAIMS -MADE Ex:1 OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 ! POLICY 7 PRO LOC JECT $ A AUTOMOBILE LIABILITY 6609486M670 2/01/2014 02/011201 EO BINEDDtSINGLE LIMIT 11,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS 1 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X NON -OWNED X HIRED AUTOS AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- TORY LIMITS ER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N I A 1 E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below B Professional ARA111937600 1112712013 11127/201 $1,000,000 per claim Liability $1,000,000 annl aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Professional Liability is written on a claims -made and reported basis. 4M Investors, LLC and International General Contractors, Inc. are named as an additional insured with respects to General Liability per written contract. is being issued pursuant to the requirements of the June 10,1014 Second Amendment and Consent to Assignment & Section 10.4.3.1. The deductible on the professional liability policy is $5,000 per claim. City of Sunny Isles Beach Attn: Mr. Marc Tulloch 18070 Collins Avenue Sunny Isles Beach, FL 33160 ACORD 25 (2010/05) 1 of 1 #S12697936/M11556151 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ")1- 06- -cat- A01— ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD MRLEW 14 NY iS4F F s P FLOR�O C /TY OF SUN PLO TO: FROM DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue, Suite 250 Sunny Isles Beach, Florida 33160 (305) 947 -0606 City Hall (305) 949 -3113 Fax (305) 947 -2150 Building Department (305)947 -5107 Fax MEMORANDUM Honorable Mayor and City Commission Hans Ottinot, City June 19, 2014 Attorne q�� City Commission Norman S. Edelcup, Mayor Isaac Aelion, Vice Mayor Jeanette Gatto, Commissioner Jennifer Levin, Commissioner George "Bud" Scholl, Commissioner Christopher J. Russo City Manager Hans Ottinot, City Attorney Jane A. Hines, MMC, City Clerk Resolution approving the Second Amendment and Consent to Assignment between the City of Sunny Isles Beach, 4M Investors, LLC, International General Contractor Inc. and Axioma 3 Inc. RECOMMENDATION It is recommended that the City Commission approve the Second Amendment and Consent to Assignment between the City of Sunny Isles Beach, 4M Investors, LLC, International General Contractor Inc. and Axioma 3 Inc. REASONS By way of background, the City of Sunny Isles Beach, Florida (the "City "), 4M Investors LLC ( "Contractor "), and International General Contractor Inc. entered into a Design —Build Agreement dated July 21, 2011 (the "Agreement ") to build the Gateway Park located on Sunny Isles Beach Boulevard. The Parties may modify the Agreement in writing upon mutual agreement. Contractor desires to assign and Axioma 3 Inc. ( "Assignee ") desires to assume all of 4M Investor's rights and obligations under the Agreement for the professional liability insurance requirement. Agenda 0* 10 R Date (-.=. — t q -